indie Semiconductor, Inc.

Previous 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; 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.

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 San Jose, California; Cordoba, Argentina; 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, 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 six months ended June 30, 2026 and 2025, approximately 70% and 61%, 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, 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 nine months ended September 30, 2026 and 2025, approximately 71% and 60%, 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 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.

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 indie Microelectronics Technology Co., Ltd., a Chinese entity (“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 (the “Wuxi Divestiture”).

Previous 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 June 30, 2026 and 2025, Wuxi accounted for 44% and 42% of indie’s consolidated revenue, and approximately 13% and 10% of indie’s consolidated operating expenses for each period, respectively. For the six months ended June 30, 2026 and 2025, Wuxi accounted for 41% and 38% of indie’s consolidated revenue, and approximately 13% and 11% of indie’s consolidated operating expenses for each period, respectively. Further, as of June 30, 2026 and December 31, 2025, Wuxi accounted for approximately 12% and 12% of indie’s consolidated total assets, respectively, and approximately 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.

Current wording

During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, the Wuxi Divestiture 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 September 30, 2026 and 2025, Wuxi accounted for 42% and 43% of indie’s consolidated revenue, respectively, and approximately 11% and 11% of indie’s consolidated operating expenses, respectively. For the nine months ended September 30, 2026 and 2025, Wuxi accounted for 42% and 40% of indie’s consolidated revenue, respectively, and approximately 12% and 12% of indie’s consolidated operating expenses, respectively. Further, as of September 30, 2026 and December 31, 2025, Wuxi accounted for approximately 14% and 12% of indie’s consolidated total assets, respectively, and approximately 6% 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

As of both June 30, 2026 through August 7, 2026, we determined that the Wuxi Asset Sale has not met the requirements under applicable accounting guidance to be presented as discontinued operations within our consolidated financial statements.

Current wording

As of both September 30, 2026 through November 6, 2026, we determined that the Wuxi Divestiture has not met the requirements under applicable accounting guidance to be presented as discontinued operations within our consolidated financial statements.

Previous wording

The Acquisition is subject to customary closing conditions, including regulatory approvals, and is expected to close in the third quarter of 2026. As of August 7, 2026, the Company has not yet closed the Acquisition.

Current wording

On November 4, 2026, the Acquisition received all requisite regulatory approvals. Closing remains subject to customary closing conditions and is expected to complete in the fourth quarter of 2026. As of November 6, 2026, the Company has not yet closed the Acquisition.

Previous 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 aggregate consideration for the emotion3D acquisition 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 consideration with a total preliminary fair value of $7.3 million at closing, payable in cash or Class A common stock at indie's sole discretion, 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.

Current wording

On September 26, 2025 (the “emotion3D Closing Date”), Ay Dee Kay Ltd. (“indie UK”) completed its acquisition of emotion3D GmbH (“emotion3D”). The acquisition was consummated pursuant to a Share Purchase Agreement whereby indie UK acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition 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 consideration with a total fair value of $6.2 million at closing, payable in cash or Class A common stock at indie's sole discretion, 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.

Previous wording

Revenue for the three months ended June 30, 2026 was $64.0 million, compared to $51.6 million for the three months ended June 30, 2025, an increase of $12.4 million, which was primarily driven by a $10.8 million increase in product revenue and a $1.6 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 average selling price and product mix.

Current wording

Revenue for the three months ended September 30, 2026 was $70.2 million, compared to $53.7 million for the three months ended September 30, 2025, an increase of $16.6 million, which was primarily driven by a $16.4 million increase in product revenue and a $0.1 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 average selling price.

Previous wording

Cost of goods sold for the three months ended June 30, 2026 was $40.9 million, compared to $30.7 million for the three months ended June 30, 2025. The increase of $10.2 million or 33% was primarily due to an increase of $9.9 million increase in volume of products sold and partially offset by a decrease of $1.1 million resulting from product mix change, as described above. Further, for the three months ended June 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $5.3 million and $4.2 million, respectively.

Current wording

Cost of goods sold for the three months ended September 30, 2026 was $47.9 million, compared to $32.2 million for the three months ended September 30, 2025. The increase of $15.7 million or 49% was primarily due to $10.3 million increase in volume of products sold as indicated above and an increase of $2.6 million due to change in product mix. Further, for the three months ended September 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $6.1 million and $4.3 million, respectively, which resulted in an increase of approximately $1.8 million.

Previous wording

Selling, general and administrative expense for the three months ended June 30, 2026 was $20.4 million compared to $18.4 million for the three months ended June 30, 2025. The increase of $2.0 million or 11% was primarily due to a $1.2 million increase in third party professional fees and business expenses. We expect selling, general, and administrative expense to stabilize over time.

Current wording

Selling, general and administrative expense for the three months ended September 30, 2026 was $21.0 million compared to $20.8 million for the three months ended September 30, 2025. The increase of $0.2 million or 1% was primarily due to an increase in share-based compensation due to the acquisition of emotion3D in September 2025, offset by a $1.3 million decrease in third party professional fees and business expenses. We expect selling, general, and administrative expense to stabilize over time.

Previous wording

Restructuring costs for the three months ended June 30, 2025 was $7.1 million due to the 2025 Restructuring Plan initiated in May 2025.

Current wording

Restructuring costs for the three months ended September 30, 2025 were $1.0 million due to the 2025 Restructuring Plan initiated in May 2025.

Previous wording

Interest income for the three months ended June 30, 2026 was $1.2 million, compared to $2.2 million for the three months ended June 30, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.

Current wording

Interest income for the three months ended September 30, 2026 was $0.9 million, compared to $1.7 million for the three months ended September 30, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.

Previous wording

Interest expense for the three months ended June 30, 2026 was $4.7 million, compared to $4.5 million for the three months ended June 30, 2025.

Current wording

Interest expense for the three months ended September 30, 2026 was $4.7 million, compared to $4.3 million for the three months ended September 30, 2025.

Previous wording

For the three months ended June 30, 2026, we recognized a net loss from change in fair value of our contingent considerations of $0.2 million, attributed to a net unrealized loss of $0.2 million for the contingent considerations related to the emotion3D acquisition. During the three months ended June 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $0.1 million. The net gain is primarily attributed to a net unrealized gain of $0.1 million related to the Kinetic acquisition.

Current wording

For the three months ended September 30, 2026, we recognized a net gain from change in fair value of our contingent considerations of $4.3 million, attributed to a net realized gain for the contingent considerations related to the emotion3D acquisition. During the three months ended September 30, 2025, the change in fair value for contingent considerations and acquisition-related holdbacks was de minimis.

Previous wording

Other income (expense) for the three months ended June 30, 2026 and 2025 was $(661) and $1.5 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 loss of $99 and a net gain of $2.0 million for the three months ended June 30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

Current wording

Other income (expense) for the three months ended September 30, 2026 and 2025 was $0.9 million and $28.0 thousand, 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 loss of $0.5 million and $0.1 million for the three months ended September 30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

Previous wording

Income tax benefit for the three months ended June 30, 2026 is primarily related to our foreign operations. Income tax provision for the three months ended June 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary.

Current wording

Income tax provision for the three months ended September 30, 2026 is primarily related to our foreign operations. Income tax benefit for the three months ended September 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary.

Previous wording

Revenue for the six months ended June 30, 2026 was $119.5 million, compared to $105.7 million for the six months ended June 30, 2025, an increase of $13.8 million, which was primarily driven by a $11.9 million increase in product revenue and a $1.8 million increase in contract revenue. The increase in product revenue was due primarily to an increase in volume of products sold, partially offset by a change in product mix.

Current wording

Revenue for the nine months ended September 30, 2026 was $189.7 million, compared to $159.4 million for the nine months ended September 30, 2025, an increase of $30.3 million, which was primarily driven by a $28.4 million increase in product revenue and a $2.0 million increase in contract revenue. The increase in product revenue was due primarily to an increase in volume of products sold, partially offset by a change in product mix and average selling price.

Previous wording

Cost of goods sold for the six months ended June 30, 2026 was $75.3 million, compared to $62.2 million for the six months ended June 30, 2025. The increase of $13.1 million or 21% was primarily due to an increase of $13.4 million increase in volume of products sold and an increase of $0.9 million in product cost, partially offset by a decrease of $3.3 million resulting from change in product mix, as described above. Further, for the six months ended June 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $9.9 million and $8.0 million, respectively.

Current wording

Cost of goods sold for the nine months ended September 30, 2026 was $123.2 million, compared to $94.4 million for the nine months ended September 30, 2025. The increase of $28.8 million or 30% was primarily due to an increase of $23.6 million in volume of products sold, $0.9 million due to an increase in cost of materials and partially offset by a decrease of $0.7 million resulting from change in product mix. Further, for the nine months ended September 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $16.2 million and $12.3 million, respectively, which resulted in an increase of approximately $3.9 million.

Previous wording

Research and development expense for the six months ended June 30, 2026 was $76.3 million, compared to $80.6 million for the six months ended June 30, 2025. The decrease of $4.3 million or 5% was primarily due to a $1.6 million decrease in personnel and $3.4 million decrease in program and outside professional service expenses in connection with the 2025 Restructuring plan, offset by a $2.0 million increase in share-based compensation expense due to the bonus accrual of the Company's annual incentive plan. We expect research and development expense to stabilize over time.

Current wording

Research and development expense for the nine months ended September 30, 2026 was $116.7 million, compared to $118.6 million for the nine months ended September 30, 2025. The decrease of $1.9 million or 2% was primarily due to a $5.0 million decrease in program and outside professional service expenses in connection with the 2025 Restructuring Plan, offset by a $4.0 million increase in share-based compensation expense. We expect research and development expense to stabilize over time.

Previous wording

Selling, general and administrative expense for the six months ended June 30, 2026 was $41.8 million compared to 37.7 million for the six months ended June 30, 2025. The increase of $4.1 million or 11% was primarily due to a $2.9 increase in share-based compensation expense due to the bonus accrual of the Company's annual incentive plan as well as an increase of $1.2 million in professional and outside services due to increased business activities. We expect selling, general, and administrative expense to stabilize over time.

Current wording

Selling, general and administrative expense for the nine months ended September 30, 2026 was $62.8 million compared to $58.5 million for the nine months ended September 30, 2025. The increase of $4.3 million or 7% was primarily due to a $5.4 million increase in share-based compensation expense, partially offset by a $2.1 million decrease in personnel costs. We expect selling, general, and administrative expense to stabilize over time.

Previous wording

Restructuring costs for the six months ended June 30, 2025 was $7.1 million due to the 2025 Restructuring Plan initiated in May 2025.

Current wording

Restructuring costs for the nine months ended September 30, 2025 were $8.1 million due to the 2025 Restructuring Plan.

Previous wording

Interest income for the six months ended June 30, 2026 was $2.1 million, compared to $4.5 million for the six months ended June 30, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.

Current wording

Interest income for the nine months ended September 30, 2026 was $3.0 million, compared to $6.1 million for the nine months ended September 30, 2025. Interest income decreased in the current period primarily as a result of a lower average cash balance available for interest-earning compared to the same period in prior year.

Previous wording

For the six months ended June 30, 2026, we recognized a net loss from change in fair value of our contingent considerations and acquisition-related holdbacks of $1.3 million, attributed to a net unrealized loss of $1.3 million for the contingent considerations related to the emotion3D acquisition. During the six months ended June 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.9 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.6 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.

Current wording

For the nine months ended September 30, 2026, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $3.0 million, attributed to a net realized gain for the contingent considerations related to the emotion3D acquisition. During the nine months ended September 30, 2025, we recognized a net gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $4.9 million. The net gain is primarily attributed to a net unrealized gain of $0.6 million and $1.6 million for the contingent considerations related to our acquisitions of Exalos AG and Kinetic Technologies LLC (“Kinetic”), respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to our acquisition of GEO Semiconductor Inc.

Previous wording

For the six months ended June 30, 2026, loss from extinguishment of debt of $3.7 million resulted from the repurchase of our 2027 Notes in March 2026. For the six months ended June 30, 2025, gain from extinguishment of debt of $2.6 million resulted from the repurchase of our 2027 Notes in June 2025. (see Note 6 - Debtfor additional discussion of the transaction related to the 2027 Notes)

Current wording

For the nine months ended September 30, 2026, loss from extinguishment of debt of $3.7 million resulted from the repurchase of our 4.50% Convertible Senior Notes due 2027 (the “2027 Notes”) in March 2026. For the nine months ended September 30, 2025, gain from extinguishment of debt of $2.6 million resulted from the repurchase of our 2027 Notes in June 2025 (see Note 7— Debtfor additional discussion of the transaction related to the 2027 Notes).

Previous wording

Other income (expense) for the six months ended June 30, 2026 and 2025 was $(1.0) million and $0.8 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 $0.7 million and a net gain of $1.4 million for the six months ended June 30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

Current wording

Other income (expense) for the nine months ended September 30, 2026 and 2025 was $(1.9) million and $0.8 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 $1.3 million and a net gain of $1.3 million for the nine months ended September 30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

Previous wording

Income tax benefit for the six months ended June 30, 2026 is primarily related to our foreign operations. Income tax provision for the six months ended June 30, 2025 is primarily related to our foreign operations and a nonconsolidated U.S. subsidiary.

Current wording

Income tax benefit for the nine months ended September 30, 2026 is primarily related to our foreign operations. Income tax provision for the nine months ended September 30, 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 six months ended June 30, 2026, there was no ATM related activity. As of June 30, 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 June 30, 2026, 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), 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 both the three and nine months ended September 30, 2026, we raised gross proceeds of $8.6 million and issued 2,752,905 shares of Class A common stock at an average sales price of $3.13 per share. For both the three and nine months ended September 30, 2026, we incurred total issuance costs of $0.2 million. As of September 30, 2026, and since the inception of the program, we have raised gross proceeds of $98.8 million and issued 13,891,889 shares of Class A common stock at an average per-share sales price of $7.11 through this program and had approximately $51.2 million available for future issuances under the ATM Agreement. As of September 30, 2026, we have incurred total issuance costs of $2.1 million since inception.

Previous 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.

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 $10.0 million, 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

On September 26, 2025, we completed the acquisition of emotion3D, 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 September 26, 2025.

Current wording

On September 26, 2025, we completed the acquisition of emotion3D, whereby indie UK 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 fair value of $6.2 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 September 26, 2025.

Previous wording

On March 6, 2026, we issued $170.5 million in aggregate principal amount of our 4.00% convertible senior notes which are due in March 2031 (the “2031 Notes”). The 2031 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election. In connection with the 2031 Notes, we entered into several separate, privately negotiated purchase agreements to repurchase $104.0 million in aggregate principal amount of our 2027 Notes at a premium for a total of $106.4 million. The repurchase was funded by the proceeds from the 2031 Notes. Concurrent with the repurchase, we repaid $1.4 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $26.0 million principal amount of the 2027

Current wording

On March 6, 2026, we issued $170.5 million in aggregate principal amount of our 4.00% Convertible Senior Notes which are due March 2031 (the “2031 Notes”). The 2031 Notes will be convertible into cash, shares of common stock or a combination of cash and common stock at our election. In connection with the 2031 Notes, we entered into several separate, privately negotiated purchase agreements to repurchase $104.0 million in aggregate principal amount of our 2027 Notes at a premium for a total of $106.4 million. The repurchase was funded by the proceeds from the 2031 Notes. Concurrent with the repurchase, we repaid $1.4 million of accrued interest associated with the repurchased principal. Upon completion of this repurchase, $26.0 million principal amount of the 2027 Notes remains outstanding. Refer to Note 7— Debtin our accompanying unaudited condensed consolidated financial statements for additional detail.

Previous wording

As of June 30, 2026, our balance of cash and cash equivalents, including restricted cash, was $149.0 million.

Current wording

As of September 30, 2026, our balance of cash and cash equivalents, including restricted cash, was $144.3 million.

Previous wording

The following table summarizes our condensed consolidated cash flows for the six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our condensed consolidated cash flows for the nine months ended September 30, 2026 and 2025:

Previous wording

For the six months ended June 30, 2026, net cash used in operating activities was $51.0 million, which included net loss of $86.1 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of $2.0 million of net losses resulting from a change in fair value for contingent considerations and currency forward contracts, loss from extinguishment of debt of $3.7 million, $37.1 million in share-based compensation expense and $22.4 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $33.6 million of cash, primarily driven by an increase in inventory, accounts receivable, and prepaid, other current and noncurrent assets, and a decrease in accrued expenses and other current liabilities, partially offset by an increase in accounts payable.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $73.4 million, which included net loss of $126.0 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash increases primarily consisted of loss from extinguishment of debt of $3.7 million, $60.0 million in share-based compensation expense and $33.4 million in depreciation and amortization, offset by non-cash decreases of $1.8 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts. Changes in operating assets and liabilities from operations used $48.1 million of cash, primarily driven by an increase in inventory and accounts receivable, offset by an increase in accounts payable and accrued expenses and other current liabilities.

Previous wording

Cash used in operating activities during the six months ended June 30, 2025 was $36.6 million, which included net loss of $78.8 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $6.3 million of net gains resulting from a change in fair value for contingent considerations and currency forward contracts, and non-cash increases consisted of $32.2 million in share-based compensation expense and $20.2 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $8.0 million of cash, primarily driven by a decrease in accounts payable and an increase in accounts receivable, partially offset by a decrease in inventory, and an increase in accrued payroll liabilities.

Current wording

Cash used in operating activities during the nine months ended September 30, 2025 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.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was $6.3 million and $8.4 million, respectively. During the period ended June 30, 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.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 and 2025 was $7.0 million and $30.2 million, respectively. During the period ended September 30, 2026, the decrease in cash was due to the purchase of capital expenditures. During the period ended September 30, 2025, cash used in investing activities included $17.7 million of cash paid at closing for the emotion3D acquisition, net of cash acquired, as well the purchase of capital expenditures for $12.5 million. 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 provided by financing activities for the six months ended June 30, 2026 was $52.0 million, which was primarily attributed to $165.8 million net proceeds from the 2031 Notes, partially offset by $106.4 million of payments for repurchase of the 2027 Notes, $3.5 million of payments on financed software, and $1.1 million payments on a term loan.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2026 was $71.4 million, which was primarily attributed to $165.8 million net proceeds from the 2031 Notes and $13.2 million net proceeds from Wuxi short term loans. We also received $8.6 million of net proceeds from the issuance of Class A common stock under the ATM Agreement. These proceeds were partially offset by $106.4 million of payments for repurchase of the 2027 Notes, $5.5 million of payments on financed software, and $1.4 million payments on a term loan.

Previous wording

Net cash used in financing activities for the six months ended June 30, 2025 was $34.0 million, which was primarily attributed to $27.7 million of payments on debt obligations and the 2027 Notes repurchase, $3.7 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 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.