Was the INDI CEO’s share sale a discretionary sale or for tax withholding?

The 9,425 Class A shares sold by INDI’s CEO were used to pay withholding taxes related to RSU vesting. A footnote explains the sale covered tax obligations, indicating it was a mechanistic transaction rather than a discretionary open-market reduction in his economic exposure.

How were the RSU-related shares priced in the INDI CEO’s Form 4?

Both the exercised and newly granted RSUs carried a conversion or exercise price of $0.00 per share, typical for RSUs. The related open-market sale to cover withholding taxes occurred at an average price of $5.1169 per Class A share, as disclosed in the transaction details.

indie Semiconductor (INDI) CEO details RSU grant, exercise and tax-driven share sale

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

indie Semiconductor Chief Executive Officer Donald McClymont reported a mix of equity transactions, largely tied to compensation and taxes. He exercised Restricted Stock Units to acquire 18,288 shares of Class A common stock at $0.00 per share, converting previously granted RSUs into stock. He also received a new fully vested grant of 18,288 RSUs, issued in lieu of a portion of cash salary under a voluntary equity compensation program approved in June 2023.

To cover withholding taxes related to RSU vesting, 9,425 Class A shares were sold in open-market transactions at an average price of $5.1169 per share, according to the footnotes. After these transactions, McClymont holds 307,363 Class A shares directly, 68,115 Class A shares indirectly through his spouse, and 4,916,425 shares of Class V common stock directly.

Insider Trade Summary

Net Seller: 9,425 shares ($48,227)

Net Sell 6 txns

Insider McClymont Donald

Role Chief Executive Officer

Sold 9,425 shs ($48K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	9,425	$5.1169	$48K
Grant/Award	Restricted Stock Units	18,288	$0.00	--
Exercise	Restricted Stock Units	18,288	$0.00	--
Exercise	Class A Common Stock	18,288	$0.00	--
holding	Class V Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 307,363 shares (Direct, null); Restricted Stock Units — 18,288 shares (Direct, null); Class V Common Stock — 4,916,425 shares (Direct, null); Class A Common Stock — 68,115 shares (Indirect, by spouse)

Footnotes (1)

Represents shares of Class A common stock sold in the open market to pay for withholding taxes in connection with the vesting of Restricted Stock Units. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent shares received in lieu of a percentage of cash salary as part of a voluntary equity compensation program as approved by the Board of Directors in June 2023. The number of underlying shares is equal to the amount of the forgone salary, divided by the closing trading price of INDI on the date of grant.

Key Figures

Tax-related share sale: 9,425 shares at $5.1169 RSUs exercised: 18,288 shares at $0.00 New RSU grant: 18,288 RSUs +3 more

6 metrics

Tax-related share sale 9,425 shares at $5.1169 Class A shares sold to pay withholding taxes

RSUs exercised 18,288 shares at $0.00 RSUs converted into Class A common stock

New RSU grant 18,288 RSUs Fully vested grant in lieu of cash salary

Direct Class A holdings 307,363 shares Direct Class A common stock after transactions

Indirect Class A holdings 68,115 shares Class A common stock held indirectly by spouse

Class V holdings 4,916,425 shares Class V common stock held directly

Key Terms

Restricted Stock Units, withholding taxes, voluntary equity compensation program, contingent right

4 terms

Restricted Stock Units financial

"Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding taxes financial

"sold in the open market to pay for withholding taxes in connection with the vesting of Restricted Stock Units."

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

voluntary equity compensation program financial

"as part of a voluntary equity compensation program as approved by the Board of Directors in June 2023."

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of Class A common stock."

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 06:30 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McClymont Donald

(Last)

(First)

(Middle)

32 JOURNEY

(Street)

ALISO VIEJO

CALIFORNIA

92656

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
indie Semiconductor, Inc. [ INDI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2026		M		18,288	A	$0	316,788	D
Class A Common Stock	06/02/2026		S⁽¹⁾		9,425	D	$5.1169	307,363	D
Class V Common Stock								4,916,425	D
Class A Common Stock								68,115	I	by spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/01/2026		A		18,288		⁽³⁾	⁽³⁾	Class A Common Stock	18,288	$0	18,288	D
Restricted Stock Units	⁽²⁾	06/01/2026		M			18,288	⁽³⁾	⁽³⁾	Class A Common Stock	18,288	$0	0	D

Explanation of Responses:

1. Represents shares of Class A common stock sold in the open market to pay for withholding taxes in connection with the vesting of Restricted Stock Units.

2. Each restricted stock unit represents a contingent right to receive one share of Class A common stock.

3. Represents Restricted Stock Units ("RSUs") that were fully vested as of the grant date. These RSUs represent shares received in lieu of a percentage of cash salary as part of a voluntary equity compensation program as approved by the Board of Directors in June 2023. The number of underlying shares is equal to the amount of the forgone salary, divided by the closing trading price of INDI on the date of grant.

	/s/ Donald McClymont by Naixi Wu pursuant to power of attorney filed on June 21, 2021	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did INDI CEO Donald McClymont report on this Form 4?

Donald McClymont reported exercising Restricted Stock Units into 18,288 Class A shares, receiving a new grant of 18,288 RSUs, and selling 9,425 Class A shares. The sale was used to pay withholding taxes tied to RSU vesting, according to the filing footnotes.

How many indie Semiconductor (INDI) shares does the CEO hold after these transactions?

After these transactions, the CEO holds 307,363 Class A shares directly, 68,115 Class A shares indirectly through his spouse, and 4,916,425 Class V shares directly. These figures show he maintains a substantial overall equity position in indie Semiconductor following the reported activity.

What RSU activity did indie Semiconductor’s CEO report on this Form 4?

The CEO exercised 18,288 previously held Restricted Stock Units into Class A shares and received a new fully vested grant of 18,288 RSUs. The new RSUs were granted in lieu of a portion of cash salary under a voluntary equity compensation program approved in June 2023.

What is the nature of the new RSU grant reported by INDI’s CEO?

The new 18,288 RSU grant was fully vested on the grant date and issued instead of part of the CEO’s cash salary. The filing notes this is part of a voluntary equity compensation program approved by the Board of Directors in June 2023, linking compensation more directly to equity.