indie Semiconductor, Inc.

The business, financial condition, and operating results of the Company can be affected by many factors, whether currently known or unknown, including but not limited to those described in Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 under the heading “Risk Factors,” any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past or the anticipated future financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results, and stock price. There have been no material changes to the Company’s risk factors disclosed under the heading “Risk Factors” in Part 1, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on March 3, 2025.

On various dates between February 10, 2025 and March 31, 2025, we issued an aggregate of 94,863 shares of Class A common stock to three ADK Minority Holders (as defined in Note 10, Noncontrolling Interest)in exchange for an equal number of their ADK LLC units. The shares of Class A common stock were issued to the two ADK Minority Holders in reliance on the exemption under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In connection with such exchange, fifty thousand shares of Class V common stock held by the ADK Minority Holders were cancelled and 44,863 shares of ADK LLC units were exchanged to Class A common stock.

On January 2, 2025 in connection with the acquisition of City Semiconductor, the Company issued 114,124 shares of its Class A common stock to settle the remaining contingent consideration. The securities were issued by the Company in reliance upon Section 4(a)(2) of the Securities Act.

On March 19, 2025 in connection with the acquisition of GEO, the Company issued 1,566,455 shares of its Class A common stock to settle the release of the adjustment holdback. The securities were issued by the Company in reliance upon Section 4(a)(2) of the Securities Act.

None.

Not applicable.