indie Semiconductor, Inc.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
INDI$2.28+3.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this Report:
All financial statements:
The following consolidated financial statements of indie Semiconductor, Inc. and subsidiaries are filed as part of this report under Item 8. Financial Statements and Supplementary Data:
| Reports of Independent Registered Public Accounting Firm | 59 |
|---|---|
| Consolidated Balance Sheets | 60 |
| Consolidated Statements of Operations | 61 |
| Consolidated Statements of Comprehensive Loss | 62 |
| Consolidated Statements of Stockholders’ Equity and Noncontrolling Interest | 63 |
| Consolidated Statements of Cash Flow | 65 |
| Notes to Consolidated Financial Statements | 66 |
Financial Statements Schedules:
Schedule II— Valuation and Qualifying Accounts information is included in Note 18 to the consolidated financial statements which are filed as part of this report under Item 8. Financial Statements and Supplementary Data.
All other financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
Exhibits:
Exhibits required to be filed as part of this Report are:
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNo. · Description · FiledHerewith · Form · SEC FileNo. · ExhibitNo. · FilingDate | |||||
| 2.1† | Master Transactions Agreement, dated effective December 14, 2020, by and among Surviving Pubco, Thunder Bridge II, the Merger Subs named therein, indie, the ADK Blocker Group, ADK Service Provider Holdco, and the indie Securityholder Representative named therein, and also included as Annex B-1 to the proxy statement/prospectus. | 8-K filed by Thunder Bridge Acquisition II, Ltd | 001-39022 | 2.1 | 12/15/2020 |
| 2.2 | Amendment to Master Transactions Agreement, dated effective May 3, 2021, by and among Surviving Pubco, Thunder Bridge II, the Merger Subs named therein, indie, the ADK Blocker Group, ADK Service Provider Holdco, and the indie Securityholder Representative named therein (included as Annex B-2 to the proxy statement/prospectus). | Form S-4/A | 333-25374 | 2.2 | 5/4/2021 |
| 2.3† | Share Purchase Agreement, dated as of August 27, 2021, by and among indie, TeraXion, Purchaser and certain stockholders of TeraXion and their ultimate beneficial owners. | 8-K | 001-40481 | 2.1 | 9/2/2021 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNo. | Description | FiledHerewith | Form | SEC FileNo. | ExhibitNo. | FilingDate |
| 2.5† | Share Sale and Purchase Agreement, dated as of September 18, 2023, by and among indie, indie UK. and the Securityholders. | 8-K | 001-40481 | 2.1 | 9/18/2023 | |
| 2.6 | Asset Purchase Agreement between United Faith Auto-Engineering Co., Ltd. and Ay Dee Kay LLC dated October 27, 2025 | 8-K | 001-40481 | 2.1 | 10/28/2025 | |
| 3.1 | Amended and Restated Certificate of Incorporation of indie Semiconductor, Inc., filed with the Secretary of State of Delaware on June 5, 2025 | 8-K | 001-40481 | 3.1 | 6/6/2025 | |
| 3.2 | Amended and Restated Bylaws of indie Semiconductor, Inc. | 8-K | 001-40481 | 3.2 | 6/16/2021 | |
| 4.1 | Specimen Common Stock Certificate. | 8-K | 001-40481 | 4.1 | 6/16/2021 | |
| 4.5 | Description of indie Semiconductor, Inc. Capital Stock | X | ||||
| 4.6 | Indenture, dated as of November 21, 2022, between indie Semiconductor, Inc. and U.S. Bank Trust Company, National Association, as trustee. | 8-K | 001-40481 | 4.1 | 11/21/2022 | |
| 4.7 | Form of 4.500% Convertible Senior Notes due 2027 (included as Exhibit A in Exhibit 4.6). | 8-K | 001-40481 | 4.2 | 11/21/2022 | |
| 4.8 | Indenture, dated as of December 6, 2024, between indie Semiconductor, Inc. and U.S. Bank Trust Company, National Association, as trustee. | 8-K | 001-40481 | 4.1 | 12/6/2024 | |
| 4.9 | Form of 3.50% Convertible Senior Notes due 2029 (included as Exhibit A in Exhibit 4.1). | 8-K | 001-40481 | 4.2 | 12/6/2024 | |
| 10.1 | Eighth Amended and Restated Limited Liability Company Agreement of indie LLC. | 8-K | 001-40481 | 10.1 | 6/16/2021 | |
| 10.2 | Subscription Agreement for the PIPE Investment. | 8-K filed by Thunder Bridge Acquisition II, Ltd | 001-39022 | 10.1 | 12/15/2020 | |
| 10.3+ | indie Semiconductor, Inc. 2021 Amended and Restated Equity Incentive Plan | 10-Q | 001-40481 | 10.1 | 8/8/2025 | |
| 10.4+ | indie Semiconductor, Inc. 2023 Inducement Incentive Plan | 10-K | 001-40481 | 10.4 | 3/28/2023 | |
| 10.5+ | Form of Notice of Restricted Stock Unit Award and Terms and Conditions of Restricted Stock Unit Award (2023 Inducement Incentive Plan) | 10-K | 001-40481 | 10.5 | 3/28/2023 | |
| 10.6+ | Form of Notice of Performance Stock Unit Award and Terms and Conditions of Performance Stock Unit Award | 10-K | 001-40481 | 10.6 | 3/28/2023 | |
| 10.7+ | Form of Notice of Restricted Stock Unit Award and Terms and Conditions of Restricted Stock Unit Award | S-8 | 333-258907 | 4.4 | 8/18/2021 | |
| 10.8+ | Form of Notice of Restricted Stock Award and Terms and Conditions of Restricted Stock Award | S-8 | 333-258907 | 4.5 | 8/18/2021 | |
| 10.9+ | Form of Notice of Stock Option Grant and Terms and Conditions of Stock Option | S-8 | 333-258907 | 4.6 | 8/18/2021 | |
| 10.10+ | Form of Indemnification Agreement between registrant and certain officers and directors of registrant. | 8-K | 001-40481 | 10.4 | 6/16/2021 | |
| 10.11 | Exchange Agreement, dated June 10, 2021, between registrant and certain indie Equity Holders. | 8-K | 001-40481 | 10.5 | 6/16/2021 | |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNo. | Description | FiledHerewith | Form | SEC FileNo. | ExhibitNo. | FilingDate |
| 10.12 | Tax Receivable Agreement, dated June 10, 2021, between registrant and certain indie Equity Holders. | 8-K | 001-40481 | 10.6 | 6/16/2021 | |
| 10.13 | Registration Rights Agreement, dated June 10, 2021, between registrant and certain indie Equity Holders. | 8-K | 001-40481 | 10.7 | 6/16/2021 | |
| 10.14 | Registration Rights Agreement, dated August 8, 2019, between Thunder Bridge II, Sponsor and the holders party thereto. | S-1/A filed by Thunder Bridge Acquisition II, Ltd | 333-232688 | 10.4 | 7/29/2019 | |
| 10.15 | Sponsor Letter Agreement by and among Thunder Bridge II, Sponsor and indie, dated December 14, 2020. | 8-K filed by Thunder Bridge Acquisition II, Ltd | 001-39022 | 10.6 | 12/15/2020 | |
| 10.16 | Form of Option Settlement Agreement by and among indie, TeraXion, Purchaser and certain holders of options to purchase TeraXion capital stock | 8-K | 001-40481 | 2.2 | 9/2/2021 | |
| 10.17 | Sales Agreement, by and among the Registrant and B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC dated August 6, 2022 | S-3 | 333-267120 | 1.2 | 8/26/2022 | |
| 10.18+ | Form of Employment Agreement | 8-K | 001-40481 | 10.1 | 12/23/2022 | |
| 10.19 | Form of Confirmation of Capped Call Transaction. | 8-K | 001-40481 | 10.1 | 12/6/2024 | |
| 19.1 | indie Semiconductor, Inc. Statement of Company Policy Regarding Insider Trading and Unauthorized Disclosures | 10-K | 001-40481 | 19.1 | 3/3/2025 | |
| 21.1 | List of Subsidiaries of the Company | X | ||||
| 23.1 | Consent of KPMG LLP | X | ||||
| 24.1 | Power of Attorney (included on signature page hereto) | X | ||||
| 31.1 | Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97 | Incentive Compensation Recoupment Policy | 10-K | 001-40481 | 97 | 3/20/2024 | |
| 101 | Inline XBRL Interactive Data Files formatted in Inline XBRL Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2025 and 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Other Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statement of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements. | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | X | ||||
- Indicates a management or compensatory plan.
† Schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Registration S-K. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.
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