indie Semiconductor, Inc.

Previous wording

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INDIE

Current wording

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Previous wording

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 this Quarterly Report and our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024, 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.

Current wording

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.

Previous wording

indie offers highly innovative automotive semiconductors and software solutions for Advanced Driver Assistance Systems (“ADAS”), autonomous vehicle, connected car, user experience and electrification applications. We focus 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 we rely on every day. 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 Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Budapest, Hungary; Dresden, Frankfurt an der Oder, Munich and Nuremberg, Germany; Edinburgh, Scotland; Schlieren, Switzerland; Rabat, Morocco; Haifa, Israel; Quebec City and Toronto, Canada; Seoul, South Korea; Tokyo, Japan and several locations throughout China.

Current wording

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 Austin, Texas; Detroit, Michigan; San Jose, California; Cordoba, Argentina; Budapest, Hungary; 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.

Previous wording

We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, Germany, Scotland, 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, 2025 and 2024, approximately 60% and 65%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

Current wording

We maintain design centers for our semiconductor engineers and designers in the United States, Argentina, Canada, Hungary, 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 three months ended March 31, 2026 and 2025, approximately 68% and 63%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

Previous wording

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. On October 27, 2025, we entered into an Asset Purchase Agreement (the "Wuxi Asset Purchase Agreement") through Ay De Kay, LLC, pursuant to which we have agreed to sell ADK's entire equity interest in Wuxi to United Faith.

Current wording

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. 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.

Previous wording

Pursuant to the Wuxi Asset Purchase 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.

Current wording

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.

Previous wording

The Wuxi Asset Purchase Agreement contains certain customary representations, warranties and covenants. The representations and warranties of parties under the Wuxi Asset Purchase Agreement will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants. The Wuxi Asset Purchase 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 Asset Purchase 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

Current wording

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.

Previous wording

The Wuxi Asset Purchase 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.

Current wording

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.

Previous wording

During the period between entering into the Wuxi Asset Purchase Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi 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 and nine months ended September 30, 2025, Wuxi accounted for 43% and 40% of indie’s consolidated revenue, and approximately 11% and 12% of indie’s consolidated operating expenses for each period, respectively. Further, as of September 30, 2025, Wuxi accounted for approximately 10% and 2% of indie’s consolidated total assets and total liabilities, respectively. Following any deconsolidation of Wuxi, we will no longer include any financial results of Wuxi in our future consolidated financial statements.

Current wording

During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, the divestiture of Wuxi 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 March 31, 2026 and 2025, Wuxi accounted for 38% and 35% of indie’s consolidated revenue, and approximately 12% and 11% of indie’s consolidated operating expenses for each period, respectively. Further, as of March 31, 2026 and December 31, 2025, Wuxi accounted for approximately 11% and 12% of indie’s consolidated total assets and 3% 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.

Previous wording

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.

Current wording

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.

Previous wording

On September 26, 2025 (the “Deal Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. 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 preliminary fair value of $7.3 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 the Deal Closing Date. See Note 2 —Business Combinations for additional descriptions of our recent acquisitions.

Current wording

On September 26, 2025 (the “emotion3D Closing Date”), Ay Dee Kay Ltd. completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement (the “SPA”) whereby Ay Dee Kay Ltd. 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 preliminary fair value of $7.3 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 the emotion3D Closing Date. See Note 2 —Business Combinations for additional descriptions of our recent acquisitions.

Previous wording

The ultimate impact of any tariffs will depend on various factors, including the outcome of ongoing negotiations, the timing of implementation, and the amount, scope and nature of the tariffs. We are continuing to evaluate the potential impacts, as well as the options available to us for mitigating their impact.

Current wording

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, 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.”

Previous wording

Additionally, the ongoing conflict in the Middle East and the implications of these events has created global political and economic uncertainty. We are closely monitoring developments, including 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.

Current wording

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.

Previous wording

Refer to Part I, Item 1A of our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as Part II, Item 1A of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, under the heading “Risk Factors” for more information on our risks and uncertainties.

Current wording

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.

Previous wording

Revenue for the three months ended September 30, 2025 was $53.7 million, compared to $54.0 million for the three months ended September 30, 2024, a decrease of $0.3 million, which was primarily driven by a $0.2 million decrease in product revenue and a $0.1 million decrease in contract revenue. The decrease in product revenue was due primarily to change in product mix and average selling price, offset by an increase in volume of products sold.

Current wording

Revenue for the three months ended March 31, 2026 was $55.5 million, compared to $54.1 million for the three months ended March 31, 2025, an increase of $1.4 million, which was primarily driven by a $1.1 million increase in product revenue and a $0.2 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 product mix.

Previous wording

Cost of goods sold for the three months ended September 30, 2025 was $32.2 million, compared to $32.7 million for the three months ended September 30, 2024. The decrease of $0.6 million or 2% was primarily due to a decrease of $0.9 million resulting from product mix and partially offset by a $0.5 million increase in volume of products sold, as described above.

Current wording

Cost of goods sold for the three months ended March 31, 2026 was $34.4 million, compared to $31.5 million for the three months ended March 31, 2025. The increase of $2.9 million or 9% was primarily due to an increase of $3.5 million increase in volume of products sold and an increase of $0.9 in product cost, offset by a decrease of $2.2 million resulting from product mix, as described above.

Previous wording

Research and development expense for the three months ended September 30, 2025 was $38.0 million, compared to $46.0 million for the three months ended September 30, 2024. The decrease of $8.0 million or 17% was primarily due to a $7.8 million decrease in personnel cost as a result of the restructuring initiatives that took place in August 2024 and May 2025. We expect research and development expense to stabilize over time.

Current wording

Research and development expense for the three months ended March 31, 2026 was $38.5 million, compared to $42.1 million for the three months ended March 31, 2025. The decrease of $3.6 million or 9% was primarily due to a $4.0 million decrease in personnel and program expenses in connection with the 2025 Restructuring plan, offset by a $0.8 million increase in share-based compensation expense due to the bonus accrual of the Company's annual incentive plan offset by a decrease due to a headcount reduction in connection with the 2025 Restructuring plan. We expect research and development expense to stabilize over time.

Previous wording

Selling, general and administrative expense for the nine months ended September 30, 2025 was $58.5 million, compared to $60.6 million for the nine months ended September 30, 2024. The decrease of $2.1 million or 3% was primarily due to a decrease in third party professional fees and a decrease in share-based compensation expense, as a result of the restructuring initiatives that took place in August 2024 and May 2025 (including the 2025 Restructuring Plan). We expect selling, general, and administrative expense to stabilize over time.

Current wording

Selling, general and administrative expense for the three months ended March 31, 2026 was $21.4 million compared to $19.4 million for the three months ended March 31, 2025. The increase of $2.1 million or 11% was primarily due to a $1.7 increase in share-based compensation expense due to the bonus accrual of the Company's annual incentive plan. We expect selling, general, and administrative expense to stabilize over time.

Previous wording

Interest expense for the three months ended September 30, 2025 was $4.3 million, compared to $2.2 million for the three months ended September 30, 2024. Interest expense increased in the current period primarily as a result of the addition of the 2029 Notes in December 2024.

Current wording

Interest expense for the three months ended March 31, 2026 was $4.3 million, compared to $4.5 million for the three months ended March 31, 2025. Interest expense decreased in the current period primarily as a result of the addition of the 2031 Notes and repurchase of the 2027 Notes in March 2026.

Previous wording

For the three months ended September 30, 2025, the change in fair value for contingent considerations and acquisition-related holdbacks was de minimus. During the three months ended September 30, 2024, we recognized a net loss from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.5 million, which is primarily attributed to a net unrealized loss of $7.4 million for the contingent considerations related to the Exalos acquisition, offset by an net unrealized gain of $3.1 million for the contingent considerations and acquisition-related holdbacks related to the GEO acquisition.

Current wording

For the three months ended March 31, 2026, we recognized a net loss from change in fair value of our contingent considerations and acquisition-related holdbacks of $1.1 million, attributed to a net unrealized loss of $1.1 million for the contingent considerations related to the emotion3D acquisition. During the three months ended March 31, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.8 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.5 million for the contingent considerations related to the Exalos and Kinetic acquisitions, respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to the GEO acquisition.

Previous wording

Gain from extinguishment of debt of $2.6 million for the nine months ended September 30, 2025 resulted from the repurchase of our 2027 Notes in June 2025. See Note 8— Debtfor additional discussion of the transaction related to the 2027 Notes.

Current wording

Loss from extinguishment of debt of $3.7 million resulted from the repurchase of our 2027 Notes in March 2026 (see Note 8 - Debtfor additional discussion of the transaction related to the 2027 Notes).

Previous wording

Other income (expense) for the nine months ended September 30, 2025 and 2024 was $0.8 million and $(0.1) million, 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 gain of $1.3 million and a net loss of $0.7 million, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

Current wording

Other expense for the three months ended March 31, 2026 and 2025 was $0.4 million and $0.7 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 $0.6 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

Previous wording

Income tax provision for the three months ended September 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary. Income tax benefit for the three months ended September 30, 2024 is primarily related to our foreign operations.

Current wording

Income tax provision for the three months ended March 31, 2026 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary. Income tax benefit for the three months ended March 31, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary.

Previous wording

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) (the "2022 Registration Statement") 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 the three and nine months ended September 30, 2025, there was no activity. As of September 30, 2025, and since the inception of the program we have raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 and had approximately $59.8 million available for future issuances under the ATM Agreement. As of September 30, 2025, we have incurred total issuance costs of $1.9 million since inception.

Current wording

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) (the "2022 Registration Statement") 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 the three months ended March 31, 2026, there was no ATM related activity. As of March 31, 2026, and since the inception of the program we have raised gross proceeds of $90.2 million and issued 11,138,984 shares of Class A common stock at an average per-share sales price of $8.10 through this program and had approximately $59.8 million available for future issuances under the ATM Agreement. As of March 31, 2026, we have incurred total issuance costs of $1.9 million since inception.

Previous wording

In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan and contributed total capital of CNY88.0 million (or approximately $12.3 million) from option proceeds in preparation for a potential IPO in China. The funds were and will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.

Current wording

In December 2023, employees in Wuxi exercised options granted to them through the Wuxi Employee Equity Incentive Plan (the "Wuxi EIP") and contributed total capital of CNY88.0 million (or approximately $12.3 million) from option proceeds in preparation for a potential IPO in China. The funds were and will be used by Wuxi for general corporate purposes. Wuxi does not have an obligation to repay the collected capital to its employees in the case of an unsuccessful IPO.

Previous wording

On March 29, 2024, we 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 is due and payable in full on March 28, 2025. This revolving line of credit was renewed on March 29, 2025, and the outstanding principal balance is due and payable in full on March 27, 2026. Interest is payable monthly beginning on May 1, 2025 through the maturity date. Fees of $50 million 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.

Current wording

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. 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.

Previous wording

In June 2025, we entered into several separate, privately negotiated purchase agreements to repurchase $30 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 million principal amount of the 2027 Notes remains outstanding. Refer to Note 8— Debt, in our accompanying unaudited condensed consolidated financial statements for additional detail.

Current wording

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 8— Debt, in our accompanying unaudited condensed consolidated financial statements for additional detail.

Previous wording

As of September 30, 2025, our balance of cash and cash equivalents, including restricted cash, was $171.2 million.

Current wording

As of March 31, 2026, our balance of cash and cash equivalents, including restricted cash, was $184.7 million.

Previous wording

The following table summarizes our condensed consolidated cash flows for the nine months ended September 30, 2025 and 2024:

Current wording

The following table summarizes our condensed consolidated cash flows for the three months ended March 31, 2026 and 2025:

Previous wording

For the nine months ended September 30, 2025, net cash used in operating activities 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.

Current wording

For the three months ended March 31, 2026, net cash used in operating activities was $22.1 million, which included net loss of $47.1 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $1.7 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, non-cash loss from extinguishment of debt of $3.7 million, $19.7 million in share-based compensation expense and $11.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $12.9 million of cash, primarily driven by an increase in inventory, accounts receivable, and prepaid, other current and noncurrent assets, and a decrease in accrued payroll liabilities, offset by a decrease in accounts payable.

Previous wording

Cash used in operating activities during the nine months ended September 30, 2024 was $51.9 million, which included net loss of $109.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $27.5 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increased consisted of $55.4 million in share-based compensation expense and $30.9 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $8.8 million of cash, primarily driven by an increase in inventory and a decrease in accrued expenses, offset by a decrease in accounts receivable and an increase in accounts payable.

Current wording

Cash used in operating activities during the three months ended March 31, 2025 was $29.0 million, which included net loss of $37.2 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $4.2 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increases consisted of $17.2 million in share-based compensation expense and $9.7 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $16.1 million of cash, primarily driven by a decrease in accounts payable, and an increase in accounts receivable, offset by an increase in accrued expenses.

Previous wording

2024, the decrease in cash was primarily due to the acquisition of Kinetic for $3.2 million, net of cash acquired, as well as an increase in cash used of $12.5 million for the purchase of capital expenditures. 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.

Current wording

Net cash used in investing activities for the three months ended March 31, 2026 and 2025 was $3.2 million and $2.4 million, respectively. During the period ended March 31, 2026 and 2025, the decrease in cash was due to the purchase of capital expenditures, respectively. 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.

Previous wording

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.

Current wording

Net cash provided by financing activities for the three months ended March 31, 2026 was $55.1 million, which was primarily attributed to $165.8 million net proceeds from the 2031 Notes, offset by $106.4 million payments for repurchase of the 2027 Notes, $1.8 million of payments on financed software, and $1.2 million payments on a term loan.

Previous wording

In connection with our acquisitions, 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.

Current wording

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.