indie Semiconductor reports $38.78 million net loss

Cover page 4 changes

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For the quarterly period ended June September 30, 2026

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The number of shares outstanding of the registrant's Class A and Class V common stock as of August 4, November 3, 2026 was 217,928,736 229,842,291 (excluding 1,725,000 Class A shares held in escrow) and 13,880,147 10,955,186 , respectively.

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FORM 10-Q FOR THE QUARTER END ED June September 30, 2026

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Condensed Consolidated Financial Statements as of June September 30, 2026 and December 31, 2025 and for the three and six nine months ended June September 30, 2026 and 2025 (Unaudited)

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Financial statements 153 changes

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Accounts receivable, net of allowance for doubtful accounts of $ 116 141 as of June September 30, 2026 and $ 163 as of December 31, 2025

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Commitments and contingencies (Note 15) 16)

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Class A common stock, $ 0.0001 par value, 600,000,000 shares authorized, 216,231,469 226,864,301 and 205,823,653 shares issued, 214,506,469 225,139,301 and 204,098,653 shares outstanding as of June September 30, 2026 and December 31, 2025, respectively

Class V common stock, $ 0.0001 par value, 40,000,000 shares authorized, 13,915,151 13,444,551 and 16,521,251 issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

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Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks ( 188 ( 1,273

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Less: Comprehensive loss attributable to noncontrolling interest ( 782 ( 1,686 2,115 ( 4,043 3,579 ( 3,869 5,984

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Issuance per net settlement of equity awards and cash exercise of stock options

Issuance per Exchange of Class V to Class A

Share-based compensation, including restructuring costs

Foreign currency translation adjustment

Balance as of September 30, 2025

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Issuance per settlement of contingent considerations

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Issuance per net settlement of equity awards and cash exercise of stock options ( 1,081 ( 1,080

Issuance per net settlement of bonus

Issuance per Exchange of Class V to Class A

Share-based compensation, including amounts associated with the EEPP

Issuance in connection with At-The-Market equity offering

Foreign currency translation adjustment

Balance as of September 30, 2026

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Loss Gain from change in fair value of contingent considerations and acquisition-related holdbacks ( 4,893 3,047 ( 4,899

Loss (Gain) from change in fair value of currency forward contract ( 1,370 1,294

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Business combinations, net of cash acquired

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Proceeds from issuance of common stock/At-The-Market offering

Offering costs for the issuance of common stock/At-the-market offering ( 184

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Issuance and debt discount costs related to debt obligations ( 5,387 ( 50 ( 1,122 1,369 ( 905 3,538 ( 106,371 ( 26,829 ( 3,516 5,532 ( 3,691 5,824

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Effect of exchange rate changes on cash and cash equivalents ( 1,418 2,433 ( 2,689 4,460

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Contingent consideration for business combination

Accrual for purchase consideration for business combination

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On August 26, 2022, the Company entered into an At Market Issuance Agreement ("ATM Agreement") with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as "Sales Agents") relating to shares of its Class A common stock, par value $ 0.0001 per share (the "Class A common stock"). In accordance with the terms of the ATM Agreement, the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $ 150,000 from time to time through the Sales Agents, acting as the Company's agent or principal. The ATM Agreement was previously registered on the registration statement on Form S-3 (Registration No. 333-267120), which expired on September 7, 2025. Prior to its expiration, on August 29, 2025, the Company filed with the SEC a prospectus supplement to its automatic shelf registration on Form S-3ASR (Registration No. 333-285653) to register the offering of the unsold securities of $ 59,813 pursuant to the ATM Agreement. The Company implemented and renewed this program for the flexible access that it provides to the capital markets. As of June September 30, 2026, indie has raised gross proceeds of $ 90,187 98,813 , issued 11,138,984 13,891,889 shares of Class A common stock at an average per-share sales price of $ 8.10 7.11 through this program, incurred issuance costs of $ 1,942 2,127 and had approximately $ 59,813 51,187 available for future issuances under the ATM Agreement. During both the three and six nine months ended June September 30, 2026, indie raised gross proceeds of $ 8,626 and issued 2,752,905 shares of Class A common stock at an average sales price of $ 3.13 per share. During both the three and nine months ended September 30, 2025, there was no ATM-related ATM related activity. For both the three and nine months ended September 30, 2026, indie incurred total issuance costs of $ 184 .

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On November 3, 2026, the Acquisition is received all requisite regulatory approvals. Closing remains subject to customary closing conditions including regulatory approvals, and is expected to close complete in the third fourth quarter of 2026. As of August 7, November 6, 2026, the Company has not yet closed the Acquisition.

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 (the "SPA") whereby Ay Dee Kay Ltd. indie UK acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $ 17,673 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 $ 7,287 6,180 at closing, payable in cash or shares of 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 $ 2,970 , subject to final release 24 months from the emotion3D Closing Date. The purchase price is subject to working capital and other adjustments as provided in the Share Purchase Agreement.

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The Company is impacted by macroeconomic conditions, including continued inflation, rising prices or interest rates, geopolitical tensions, the risk of recession, and the effect of trade policies, which have a combined effect on overall economic activity and consumer demand for automotive products that has resulted in lower production levels for the Company's products. Tariffs against semiconductor-producing countries such as Taiwan, and retaliatory tariffs by countries such as China and Canada, may cause a decrease in the sales of the Company's products to its customers, Company customers' sales to their end users, or other global customers, which could materially and adversely affect the Company's business, financial condition and results of operation.

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Additionally, the conflicts in the Middle East and the implication of these events has have created global political and economic uncertainty. The Company is closely monitoring developments, including potential impacts to the Company's business, customers, suppliers, employees and operations in Israel, Middle East, and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation.

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The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codifications ("ASC") and the Accounting Standards Updates ("ASU") of the Financial Accounting Standards Board ("FASB"). The condensed consolidated financial statements include the condensed consolidated accounts of the Company's majority-owned subsidiary, ADK LLC, of which approximately 94 % was owned by indie as of June September 30, 2026. ADK LLC's condensed consolidated financial statements include its wholly-owned subsidiaries indie Services Corporation, indie LLC and indie City LLC, all California entities, Ay Dee Kay Limited., ("Ay Dee Kay Ltd."), a private limited company incorporated under the laws of Scotland, indie Germany GmbH, a private limited liability company incorporated under the laws of Germany and the surviving entity of the merger of indie Semiconductor Germany GmbH, Symeo GmbH and indie Semiconductor FFO GmbH, which was previously known as Silicon Radar GmbH ("indie FFO"), all of which are private limited liability companies incorporated under the laws of Germany, indie Technologies Switzerland AG, which was previously known as Exalos AG ("indie Switzerland"), a company limited by shares organized under the laws of Switzerland, emotion3D GmbH ("emotion3D"), a private limited liability company incorporated under the laws of Austria, indie Kft, a limited liability company incorporated under the laws of Hungary, indie Photonics Canada Inc., which was previously known as TeraXion Inc. ("indie Canada") and Geo Semiconductor Canada Inc., both incorporated under the laws of Canada, indie Semiconductor Israel Ltd., a private limited company incorporated under the laws of Israel, Ay Dee Kay S.A., a limited liability company incorporated under the laws of Argentina, indie Semiconductor Morocco, a limited liability company under the laws of Morocco, indie Semiconductor Japan KK, a limited liability company under the laws of Japan, indie China Technology Co., Ltd (Shanghai) and indie China Technology Co., Ltd (Shenzhen), both are private limited company incorporated under the laws of People's Republic of China, Wuxi indie Microelectronics ("Wuxi"), a Chinese entity with approximately 59 % voting controlled and approximately 34 % owned by the Company as of June September 30, 2026 and Wuxi's wholly-owned subsidiaries, indie Semiconductor Suzhou, indie Semiconductor HK, Ltd and Shanghai Ziying Microelectronics Co., Ltd.

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The Company's significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2025. There has been no material change to the Company's significant accounting policies during the six nine months ended June September 30, 2026 .

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2. Business Combinations

The Company acquired emotion3D in September 2025. This acquisition was recorded by allocating the purchase consideration to the net assets acquired based on their estimated fair values at the acquisition date. The excess of the purchase consideration for the acquisition over the fair value of the net assets acquired is recorded as goodwill. The following presents the final allocation of the purchase consideration to the assets acquired and liabilities assumed for emotion3D:

Purchase price — cash consideration paid

Purchase price — cash consideration accrued

Debt paid at closing

Net cash consideration

Contingent consideration

Estimated fair value of net assets and liabilities assumed:

Current assets other than cash

Property and equipment

Developed technology

In-process research & development

Customer relationships

Other non-current assets

Deferred tax liabilities, non-current

Total fair value of net assets acquired

Acquisition of emotion3D

On September 26, 2025, indie UK completed its acquisition of emotion3D. The acquisition was consummated pursuant to the SPA whereby indie UK acquired all of the outstanding common shares of emotion3D. The aggregate consideration for the emotion3D acquisition consisted of (i) $ 17,673 in cash as the initial cash consideration (including debt paid at closing and net of cash acquired); (ii) certain contingent consideration with total fair value of $ 6,180 at closing, payable in cash or shares of 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 $ 2,970 , subject to final release 24 months from the emotion3D Closing Date. The purchase price is subject to working capital and other adjustments as provided in the Share Purchase Agreement.

The Company paid a premium (i.e., goodwill) over the fair value of the net tangible and identified intangible assets acquired. This acquisition brought the Company an engineering development team with broad experience in development of advanced perception algorithms and software for in-cabin sensing, ADAS and automated driving. The goodwill is expected to be not deductible for tax purposes.

The Company maintains certain holdbacks for a total of $ 2,970 subject to final release 24 months from the emotion3D Closing Date. The aggregate holdbacks balance consisted of (i) an initial fixed purchase price holdback of $ 250 (the "Holdback Amount (PP)"), which was payable in cash and due 20 business days after both parties agreed on the final closing accounts within 30 business days after the emotion3D Closing Date; (ii) a subsidies holdback of $ 720 (the "Holdback Amount (Subsidies)"), which was payable in cash on December 31, 2025; and (iii) an indemnity holdback of $ 2,000 ("Holdback Amount (Indemnity)"), payable in cash with 50 % due 12 months from the emotion3D Closing Date and the remainder 24 months from the emotion3D Closing Date. In December 2025, the Company settled the Holdback Amount (PP) with a credit of $ 102 paid to the Company and through the issuance $ 148 in cash, respectively. In January 2026, the Company settled the Holdback Amount (Subsidies) with a cash payment of $ 720 . In October 2026, the Company settled the short-term portion of the Holdback Amount (Indemnity) with a cash payment of $ 1,000 . All holdbacks are maintained for the purpose of providing security against any adjustment to the amounts at closing. The remaining holdback balance is reflected in Accrued expenses and other current liabilities in the condensed consolidated balance sheet as of September 30, 2026.

Total purchase consideration transferred at the emotion3D Closing Date also included contingent considerations that had a total final fair value of $ 6,180 as of the acquisition date. The final acquisition date fair value of the contingent considerations was determined based on a Monte Carlo Simulations analysis to simulate the probability of achievement of various milestones identified within each contingent consideration arrangement, using certain assumptions that require significant judgment and discount rates . The contingent consideration is comprised of up to three tranches and all are payable in cash or Class A common stock, at indie's sole election. The first tranche of earnout pays up to a maximum of $ 4,000 , upon achievement of total revenue target of EUR 3,650 (or $ 4,163 ) for the full year ended December 31, 2025, provided only a maximum total of EUR 2,100 was able to be counted toward the milestone between January 1, 2025 and the emotion3D Closing Date (the "First Earnout"). The second tranche of earnout pays up to a maximum of $ 6,000 , upon achievement of a revenue target of $ 6,300 between January 1, 2026 through February 28, 2027 (the "Second Earnout"). In the case where the First Earnout is not achieved in full and emotion3D achieves total revenue in excess of $ 8,400 within the same period as relevant for the Second Earnout, emotion3D is entitled to a third tranche of earnout that pays up to a maximum of $ 1,250 , upon achievement of a revenue target equal to $ 8,400 plus the corresponding revenue shortfall from the First Earnout (the "Third Earnout"). The corresponding revenue shortfall from the First Earnout is calculated by actual revenue achieved during the First Earnout measurement period and a ceiling of $ 4,163 . The fair value of any outstanding contingent consideration liabilities will be remeasured as of the end of each reporting period with any resulting remeasurement gains or losses recognized in the condensed consolidated statement of operations. As the potential payment of the Third Earnout is dependent upon the shortfall in the First Earnout and the over-achievement in the Second Earnout, the preliminary fair value of the Third Earnout has been considered as part of the First Earnout. In May 2026, the Company settled the first tranche for $ 1,382 in cash. In September 2026, it was determined that the fair value for the second and third tranche of the contingent consideration was de minimis. There was no liability on the condensed consolidated balance sheet as of September 30, 2026. The changes in fair value since the acquisition date were recorded in Other income (expense), net in the condensed consolidated statement of operations.

Pro forma financial information for emotion3D is not disclosed as the results are not material to the Company's condensed consolidated financial statements.

As of September 30, 2026, the Company finalized the opening net assets acquired and goodwill as follows:

Current assets other than cash

Developed technology

In-progress research & development

Customer relationships

Changes in fair value of current assets were a result of gathering additional information during the measurement period. The Company also revised the initial values of intangible assets as a result of switching from utilizing publicly available benchmarking information to determine the fair value of the intangible assets to primarily utilizing an income method based on forecasts of expected future cash flows.

Developed technology relates to the internally developed proprietary Driver Monitoring System ("DMS") and Occupant Monitoring System ("OMS"), which can be applied to various automotive usage and immediately expands indie's advanced driver assistance systems product. Developed technology was valued using Multi-Period Excess Earnings Method ("MPEEM") of the income approach. The economic useful life was determined to be five years based on the remaining technology cycle related to each developed technology, as well as the cash flows over the forecast period.

Customer relationships represent the fair value of future projected revenue that will be derived from sales of products to existing customers of emotion3D. The fair value was determined by applying the distributor method, which is a variation of the MPEEM of the income approach. The economic useful life was determined to be ten years .

Trade name relates to the "EMOTION3D" and "CABIN EYE" trademarks (collectively the "Trade Names"). The fair value was determined by applying the relief from royalty of the income approach. The selected royalty rate was determined based on an analysis of licensing agreements related to similar brand names. The economic useful life was determined to be fifteen years .

The fair value of in-process research and development ("IPR&D") was determined using the MPEEM of the income approach, which estimated value based upon the present value of future economic benefits. Future benefits in this instance were based upon the forecasted EBITA margin associated with the asset.

Under both the relief from royalty and multi-period excess earnings methods, the fair value models incorporated estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates and management's judgment regarding the applicable discount rates to use to discount such estimates of cash flows. Because the estimates and assumptions made by management at the time of the acquisitions are unobservable and significant to the overall fair value measurement of these acquired identifiable intangible assets, the corresponding fair values are classified as Level 3 fair value hierarchy measurements.

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During the three and six nine months ended June September 30, 2026, the Company recognized write-downs on the value of inventory of $ 569 273 and $ 583 856 . During the three and six nine months ended June September 30, 2025, the Company recognized write-downs in the value of inventory of $ 429 1,018 and $ 471 1,489 , respectively.

3. 4. Property and Equipment, Net

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The Company recognized depreciation expense of $ 2,464 2,617 and $ 2,340 2,173 for the three months ended June September 30, 2026 and 2025, respectively. The Company recognized depreciation expense of $ 4,789 7,406 and $ 4,309 6,482 for the six nine months ended June September 30, 2026 and 2025, respectively.

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4. 5. Intangible Assets, Net

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2026 (remaining 6 months)

In fiscal 2025, the Company acquired developed technology, customer relationships, trade names backlog, and In-Process Research & Development IPR&D as a result of a business combination (see Note 2 - Business Combinations for further details).

The Company monitors and assesses the above intangible assets for impairment on a periodic basis. For the three and six months ended June September 30, 2025 , the Company determined there was no impairment of intangible assets. For the nine months ended September 30, 2025, the Company recorded $ 3,260 of impairment charges related to certain software licenses as part of its restructuring plan initiated in May 2025 (the "2025 Restructuring Plan"). For the three and six nine months ended June September 30, 2026 , the Company determined that there was no impairment of intangible assets.

Amortization of intangible assets for the three months ended June September 30, 2026 and 2025 was $ 8,718 8,336 and $ 8,089 8,070 , respectively. Amortization of intangible assets for the six nine months ended June September 30, 2026 and 2025 was $ 17,612 25,948 and $ 15,864, 23,934, respectively. Amortization of intangible assets is included within Cost of goods sold and Selling, general, and administrative expenses, based on their respective nature, in the condensed consolidated statements of operations.

Based on the amount of definite-lived intangible assets subject to amortization as of June September 30, 2026, amortization expense for each of the next five fiscal years is expected to be as follows:

2026 (remaining 3 months)

The following table sets forth the carrying amount and activity of goodwill as of June September 30, 2026:

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Measurement period adjustment for business combinations from prior year ( 4,168

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and 73 more changes in the filing

MD&A 64 changes

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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.

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 nine months ended June September 30, 2026 and 2025, approximately 70% 71% and 61%, 60%, respectively, of our product revenues were recognized for shipments to customer locations in Asia.

Execution of At-The-Market Agreement

On August 26, 2022, we entered into an At Market Issuance Agreement ("ATM Agreement") with B. Riley Securities, Inc., Craig-Hallum Capital Group LLC and Roth Capital Partners, LLC (collectively as "Sales Agents") relating to shares of our Class A common stock, par value $0.0001 per share (the "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 the Company's 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 that it provides to the capital markets. As of September 30, 2026, we have raised gross proceeds of $98.8 million, issued 13,891,889 shares of Class A common stock at an average per-share sales price of $7.11 through this program, incurred issuance costs of $2.1 million and had approximately $51.2 million available for future issuances under the ATM Agreement. 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. During both the three and nine months ended September 30, 2025, there was no ATM Agreement related activity. For both the three and nine months ended September 30, 2026, we incurred total issuance costs of $0.2 million.

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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").

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During the period between entering into the Wuxi Agreement and prior to closing the Wuxi Divestiture, the divestiture of 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 June September 30, 2026 and 2025, Wuxi accounted for 44% and 42% and 43% of indie's consolidated revenue, respectively, and approximately 13% 11% and 10% 11% of indie's consolidated operating expenses, for each period, respectively. For the six nine months ended June September 30, 2026 and 2025, Wuxi accounted for 41% 42% and 38% 40% of indie's consolidated revenue, respectively, and approximately 13% 12% and 11% 12% of indie's consolidated operating expenses, for each period, respectively. Further, as of June September 30, 2026 and December 31, 2025, Wuxi accounted for approximately 12% 14% and 12% of indie's consolidated total assets, respectively, and approximately 3% 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.

As of both June September 30, 2026 through August 7, November 6, 2026, we determined that the Wuxi Asset Sale Divestiture has not met the requirements under applicable accounting guidance to be presented as discontinued operations within our consolidated financial statements.

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On November 4, 2026, the Acquisition is received all requisite regulatory approvals. Closing remains subject to customary closing conditions including regulatory approvals, and is expected to close complete in the third fourth quarter of 2026. As of August 7, November 6, 2026, the Company has not yet closed the Acquisition.

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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 (the "SPA") whereby Ay Dee Kay Ltd. 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 preliminary fair value of $7.3 $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.

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Comparison of the Three Months Ended June September 30, 2026 and 2025

Three Months Ended June September 30,

Revenue for the three months ended June September 30, 2026 was $64.0 $70.2 million, compared to $51.6 $53.7 million for the three months ended June September 30, 2025, an increase of $12.4 $16.6 million, which was primarily driven by a $10.8 $16.4 million increase in product revenue and a $1.6 $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. and product mix.

Three Months Ended June September 30,

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Cost of goods sold for the three months ended June September 30, 2026 was $40.9 $47.9 million, compared to $30.7 $32.2 million for the three months ended June September 30, 2025. The increase of $10.2 $15.7 million or 33% 49% was primarily due to an increase of $9.9 $10.3 million increase in volume of products sold as indicated above and partially offset by a decrease an increase of $1.1 $2.6 million resulting from due to change in product mix. change, as described above. Further, for the three months ended June September 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $5.3 $6.1 million and $4.2 $4.3 million, respectively, which resulted in an increase of approximately $1.8 million.

Research and development expense for the three months ended June September 30, 2026 was $37.8 $40.3 million, compared to $38.5 $38.0 million for the three months ended June September 30, 2025. The decrease increase of $0.7 $2.4 million or 2% 6% was primarily due to a $1.8 $2.4 million decrease increase in personnel costs including share-based compensation expense and an increase of $1.2 million in other personnel related costs, both due to change the acquisition of emotion3D in headcount, September 2025, partially offset by a $1.3 $1.1 million increase decrease in program and outside professional service related expenses as a result of ongoing program development. in connection with the 2025 Restructuring plan. We expect research and development expense to stabilize over time.

Selling, general and administrative expense for the three months ended June September 30, 2026 was $20.4 $21.0 million compared to $18.4 $20.8 million for the three months ended June September 30, 2025. The increase of $2.0 $0.2 million or 11% 1% was primarily due to an increase in share-based compensation due to the acquisition of emotion3D in September 2025, offset by a $1.2 $1.3 million increase decrease in third party professional fees and business expenses. We expect selling, general, and administrative expense to stabilize over time.

Restructuring costs for the three months ended June September 30, 2025 was $7.1 were $1.0 million due to the 2025 Restructuring Plan initiated in May 2025.

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Gain from extinguishment of debt

Other income (expense)

Gain (loss) from change in fair value of contingent considerations (188 (278 (309

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Gain from extinguishment of debt of $2,623 for the three months ended June 30, 2025 resulted from the repurchase of our 2027 Notes in June 2025. See Note 6 - Debt for additional discussion of the transaction related to the 2027 Notes.

Six Months Ended June 30,

Six Months Ended June 30,

Interest income for the three months ended June September 30, 2026 was $1.2 $0.9 million, compared to $2.2 $1.7 million for the three months ended June 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.

Interest expense for the three months ended June September 30, 2026 was $4.7 million, compared to $4.5 $4.3 million for the three months ended June September 30, 2025.

For the three months ended June September 30, 2026, we recognized a net loss gain from change in fair value of our contingent considerations of $0.2 $4.3 million, attributed to a net unrealized loss of $0.2 million realized gain for the contingent considerations related to the emotion3D acquisition. During the three months ended June September 30, 2025, we recognized a net gain from the change in fair value of our for 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. was de minimis.

Other income (expense) for the three months ended June September 30, 2026 and 2025 was $(661) and $1.5 $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 $99 $0.5 million and a net gain of $2.0 $0.1 million for the three months ended June September 30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

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

Refer to Note — 14, 15, Income Taxes in our accompanying unaudited condensed consolidated financial statements for additional detail.

Comparison of the Six Nine Months Ended June September 30, 2026 and 2025

Nine Months Ended September 30,

Revenue for the six nine months ended June September 30, 2026 was $119.5 $189.7 million, compared to $105.7 $159.4 million for the six nine months ended June September 30, 2025, an increase of $13.8 $30.3 million, which was primarily driven by a $11.9 $28.4 million increase in product revenue and a $1.8 $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.

Nine Months Ended September 30,

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Cost of goods sold for the six nine months ended June September 30, 2026 was $75.3 $123.2 million, compared to $62.2 $94.4 million for the six nine months ended June September 30, 2025. The increase of $13.1 $28.8 million or 21% 30% was primarily due to an increase of $13.4 $23.6 million increase in volume of products sold, and an increase of $0.9 million due to an increase in product cost of materials and partially offset by a decrease of $3.3 $0.7 million resulting from change in product mix. as described above. Further, for the six nine months ended June September 30, 2026 and 2025, total amortization of acquired intangible assets included in cost of goods sold were $9.9 $16.2 million and $8.0 $12.3 million, respectively, which resulted in an increase of approximately $3.9 million.

Research and development expense for the six nine months ended June September 30, 2026 was $76.3 $116.7 million, compared to $80.6 $118.6 million for the six nine months ended June September 30, 2025. The decrease of $4.3 $1.9 million or 5% 2% was primarily due to a $1.6 million decrease in personnel and $3.4 $5.0 million decrease in program and outside professional service expenses in connection with the 2025 Restructuring Plan, offset by a $2.0 $4.0 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.

Selling, general and administrative expense for the six nine months ended June September 30, 2026 was $41.8 $62.8 million compared to 37.7 $58.5 million for the six nine months ended June September 30, 2025. The increase of $4.1 $4.3 million or 11% 7% was primarily due to a $2.9 $5.4 million 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 partially offset by a $2.1 million decrease in professional and outside services due to increased business activities. personnel costs. We expect selling, general, and administrative expense to stabilize over time.

Restructuring costs for the six nine months ended June September 30, 2025 was $7.1 were $8.1 million due to the 2025 Restructuring Plan. initiated in May 2025.

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Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks (1,273 (6,166 (126 (1,852 (38

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Interest expense for both the six months ended June 30, 2026 and 2025 was $9.0 million.

Interest income for the six nine months ended June September 30, 2026 was $2.1 $3.0 million, compared to $4.5 $6.1 million for the six nine months ended June 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.

Interest expense for the nine months ended September 30, 2026 and 2025 was $13.8 million and $13.4 million, respectively.

For the six nine months ended June September 30, 2026, we recognized a net loss gain from change in fair value of our contingent considerations and acquisition-related holdbacks of $1.3 $3.0 million, attributed to a net unrealized loss of $1.3 million realized gain for the contingent considerations related to the emotion3D acquisition. During the six nine months ended June 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 the our acquisitions of Exalos AG and Kinetic acquisitions, Technologies LLC ("Kinetic"), respectively, and a net realized gain of $2.7 million for the acquisition-related holdbacks related to the GEO our acquisition of GEO Semiconductor Inc.

For the six nine months ended June 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 six nine months ended June 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 6 7 — Debt for additional discussion of the transaction related to the 2027 Notes).

Other income (expense) for the six nine months ended June September 30, 2026 and 2025 was $(1.0) $(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 $0.7 $1.3 million and a net gain of $1.4 $1.3 million for the six nine months ended June September 30, 2026 and 2025, respectively, related to the change in fair value of our currency forward contracts entered during the periods.

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

Refer to Note — 14, 15, Income Taxes in our accompanying unaudited condensed consolidated financial statements for additional detail.

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Notes remains outstanding. Refer to Note 6 — Debt in our accompanying unaudited condensed consolidated financial statements for additional detail.

Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures. In addition, from time to time, we use cash to fund our mergers and acquisitions, purchases of various capital, intellectual property and software assets and scheduled repayments for outstanding debt obligations. Our immediate sources of liquidity are cash, cash equivalents and funds anticipated to be generated from our operations, and available borrowings under our revolving credit facility and the issuance of Class A common stock under the ATM Agreement. We believe these sources of liquidity will be sufficient to meet our liquidity needs for at least the next 12 months. Our future capital requirements may vary from those currently planned and will depend on many factors, including our rate of sales growth, the timing and extent of spending on various business initiatives, including potential merger and acquisition activities, our international expansion, the timing of new product introductions, market acceptance of our solutions, and overall economic conditions including the potential impact of global supply imbalances, rising interest rates, inflationary pressures, and volatility in the global financial markets. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. We have cash deposits with large financial institutions that have stable outlooks and credit ratings as of August 7, November 6, 2026. These cash deposits may exceed the insurance provided on such deposits. As part of our cash management strategy going forward, we concentrate cash deposits with large financial institutions that are subject to regulation and maintain deposits across diverse retail banks.

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 both the three and six nine months ended June September 30, 2026, there was no ATM related activity. 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 June September 30, 2026, and since the inception of the program, we have raised gross proceeds of $90.2 $98.8 million and issued 11,138,984 13,891,889 shares of Class A common stock at an average per-share sales price of $8.10 $7.11 through this program and had approximately $59.8 $51.2 million available for future issuances under the ATM Agreement. As of June September 30, 2026, we have incurred total issuance costs of $1.9 $2.1 million since inception.

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, $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.

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 6 7 — Debt in our accompanying unaudited condensed consolidated financial statements for additional detail.

On September 26, 2025, we completed the acquisition of emotion3D, whereby Ay Dee Kay Ltd. 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 preliminary fair value of $7.3 $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.

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 Notes remains outstanding. Refer to Note 7 — Debt in our accompanying unaudited condensed consolidated financial statements for additional detail.

On August 18, 2026, Wuxi entered into a short-term loan agreement with China CITIC Bank ("CITIC") with an aggregate principal balance of CNY30,000, (or approximately $4,449) bearing interest of 2.23% per annum and maturing on August 10, 2027. Interest is payable monthly through the maturity date.

On August 20, 2026, Wuxi entered into a short-term loan agreement with Bank of Ningbo ("Ningbo") with an aggregate principal balance of CNY30,000, (or approximately $4,461) bearing interest of 2.50% per annum and maturing on August 20, 2027. Interest is payable quarterly through the maturity date.

On September 21, 2026, Wuxi entered into a short-term loan agreement with China Merchants Bank ("Merchants") with an aggregate principal balance of CNY30,000, (or approximately $4,480) bearing interest of 2.25% per annum and maturing on September 13, 2027. Interest is payable quarterly through the maturity date.

As of June September 30, 2026, our balance of cash and cash equivalents, including restricted cash, was $149.0 $144.3 million.

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

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For the six nine months ended June September 30, 2026, net cash used in operating activities was $51.0 $73.4 million, which included net loss of $86.1 $126.0 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 $60.0 million in share-based compensation expense and $22.4 $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 $33.6 $48.1 million of cash, primarily driven by an increase in inventory and 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 and accrued expenses and other current liabilities.

Cash used in operating activities during the six nine months ended June September 30, 2025 was $36.6 $42.8 million, which included net loss of $78.8 $119.5 million and reflected adjustments for certain non-cash items and changes in operating assets and liabilities. Non-cash decreases primarily consisted of $6.3 $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 $32.2 $50.6 million in share-based compensation expense and $20.2 $30.4 million in depreciation and amortization. Changes in operating assets and liabilities from operations used $8.0 $4.7 million of cash, primarily driven by a decrease in accounts payable and an increase in accounts receivable, partially prepaid expenses and other current assets, offset by a decrease in inventory, and an increase in accrued payroll liabilities. wages and related costs.

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Net cash used in investing activities for the six nine months ended June September 30, 2026 and 2025 was $6.3 $7.0 million and $8.4 $30.2 million, respectively. During the period ended June September 30, 2026, and 2025, the decrease in cash was due to the purchase of capital expenditures. respectively. 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.

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Net cash provided by financing activities for the six nine months ended June September 30, 2026 was $52.0 $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, $3.5 $5.5 million of payments on financed software, and $1.1 $1.4 million payments on a term loan.

Net cash used in financing activities for the six nine months ended June September 30, 2025 was $34.0 $35.9 million, which was primarily attributed to $27.7 $26.8 million of payments on debt obligations and for repurchase of the 2027 Notes, repurchase, $3.7 $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.

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Following is a summary of our material cash requirements from known contractual and other obligations, including commitments for capital expenditures, as of June September 30, 2026:

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Market risk 2 changes

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We have international operations, giving rise to exposure to market risks from changes in currency exchange rates. Our primary foreign currency exposures are the Canadian dollar, Chinese Yuan/Renminbi, Euro, British pound sterling and Israeli New Shekel. Foreign exchange gains and losses that resulted from our international operations are included in the determination of Net income (loss) . The foreign currency translation exchange gain (loss) included in determining loss before income taxes was ($0.7) ($0.9) million and $1.5 $0.0 million for the three months ended June September 30, 2026 and 2025, respectively. For the six nine months ended June September 30, 2026 and 2025 the foreign currency translation exchange gain (loss) included in determining loss before income taxes was $1.0 ($1.9) million and $0.8 million, respectively. The year-over-year change was primarily related to the change in fair value of our currency forward contracts entered into during 2026. We also have intercompany loans with certain of our foreign subsidiaries that are long-term in nature. Repayments of such principal amounts are neither planned nor anticipated in the foreseeable future and are therefore treated analogous to equity for accounting purposes. As a result, the foreign exchange gains and losses on these borrowings are excluded from the determination of Net income (loss) and recorded as a component of Accumulated other comprehensive income (loss) in the consolidated balance sheets. A cumulative foreign currency translation loss of $13.2 $16.6 million and $5.9 $10.3 million related to our foreign subsidiaries is included in Accumulated other comprehensive loss within the Stockholders' Equity section of the condensed consolidated balance sheet at June September 30, 2026 and 2025, respectively. The year-over-year change was primarily driven by the cumulative foreign currency translation loss recorded in relation to permanently invested intercompany loans as of June September 30, 2026 as the exchange rate for the U.S. dollar fluctuates against foreign currencies. As our international operations grow, our risks associated with fluctuation in foreign currency rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. dollar could increase the costs of our international expansion and operation. To mitigate the risk, we plan to enter into additional foreign currency forward contracts in the foreseeable future.

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Our exposure to interest rate and general market risks relates principally to our investment portfolio, which consists of cash and cash equivalents and restricted cash (money market funds and marketable securities purchased with less than ninety days until maturity) and restricted cash that totals approximately $149.0 $144.3 million as of June September 30, 2026.

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Controls and procedures 2 changes

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Our management, including our Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of June September 30, 2026 and based on this evaluation, have concluded that our disclosure controls and procedures were effective as of June September 30, 2026 at a reasonable assurance level.

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There were no changes in our internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) during the quarter ended June September 30, 2026, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Unregistered sales of stock 1 change

On various dates between July 13, 2026 and September 15, 2026, we issued an aggregate of 470,600 shares of Class A common stock to three ADK Minority Holders (as defined in Note 11 — 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 exchanged to Class A common stock.

Other information 1 change

(c) On May 20, September 1, 2026 , Sonalee Parekh Thomas Schiller , Director of the Company adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 59,932 270,000 shares of Class A common stock commencing August 17, December 1, 2026. The Rule 10b5-1 trading arrangement terminates on the earlier of September 30, October 31, 2027 or the date all shares are sold. .

Exhibits 4 changes

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indie Semiconductor, Inc. Amended and Restated 2021 Omnibus Equity Incentive Plan

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* Indicates a management or compensatory plan

* Filed with this report.

** Furnished with this report

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