INDI

Throughout this section, unless otherwise noted, “indie” refers to indie Semiconductor, Inc. and its consolidated subsidiaries. The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. You should read this discussion and analysis in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. Certain amounts may not foot due to rounding. This discussion and analysis contains forward-looking statements. See “Forward Looking Statements.” We urge you to consider the risks and uncertainties discussed in our Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025, including, but not limited to, those described under the sections entitled “Risk Factors” and in the other documents we have filed with the SEC in evaluating our forward-looking statements. We assume no obligation to update any of these forward-looking statements, except as required by law. Actual results may differ materially from those contained in any forward-looking statements. OUR COMPANY 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 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. Potential Divestiture of Wuxi 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. Pursuant to the Wuxi Agreement, subject to the satisfaction of closing conditions and receipt of all required regulatory approvals, United Faith will purchase all of ADK’s outstanding equity interest in Wuxi for a total gross transaction consideration of RMB 960,834,355, or approximately $135 million (based on the exchange rate in effect on October 24, 2025), payable in cash to ADK, net of applicable local taxes. The Wuxi Agreement contains certain customary representations, warranties and covenants. The representations and warranties of parties under the Wuxi Agreement will not survive closing, and there is no post-closing indemnification arrangement for breaches of representations, warranties or covenants. The Wuxi Agreement’s covenants include obligations of (i) ADK to assist Wuxi to maintain its ordinary course of business operations during the period between signing the Wuxi Agreement and closing the Wuxi Divestiture, (ii) United Faith to use reasonable best efforts to obtain its shareholder approval of the purchase of all of the outstanding equity of Wuxi (the “Whole Transaction”), (iii) both ADK and United Faith to use reasonable best efforts to cooperate with Wuxi to prepare documents and make all filings necessary to complete the Wuxi Divestiture, and (iv) both parties to register the Wuxi Divestiture and the Whole Transaction with the relevant authorities, as may be applicable. 31 Table of Contents The Wuxi Agreement also contains customary closing conditions, including (i) receipt of shareholder approval of the Whole Transaction by United Faith’s shareholders and (ii) the receipt of all required regulatory approvals of the Whole Transaction, including approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission. The Wuxi Divestiture has been approved by the Boards of Directors of both indie and United Faith. Wuxi’s product lines have become increasingly commoditized and are diverging from our ADAS-focused technology roadmap. This potential divestiture enables us to exit these non-core products and reallocate capital towards higher-growth ADAS technologies. Further, upon completion of this potential divestiture, we will be released from our conditional obligation to exchange shares of the China subsidiary for our Class A common stock, as the existing shareholders of the Wuxi subsidiary will tender their interests in the current entity in exchange for equity in a publicly traded company in China, leaving no remaining equity interests subject to the prior exchange arrangement. 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. 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. Further, we cannot provide any assurance regarding the timing for the completion of the Wuxi Divestiture, that the closing conditions of the Wuxi Divestiture, including, but not limited to, approval of the Whole Transaction by United Faith shareholders and receipt of all required regulatory approvals, will be satisfied, or that the Wuxi Divestiture will be completed. Recent Acquisitions Acquisition of CMOS Imaging Sensor Business On May 8, 2026, Ay Dee Kay Ltd., a private limited company incorporated under the laws of Scotland and a wholly-owned subsidiary of the Company (“indie UK”) entered into a Master Agreement on the Sale and Purchase of the CMOS Imaging Sensor Business (“Purchase Agreement”) with ams-OSRAM AG (“ams-OSRAM”), pursuant to which indie UK has agreed to acquire the CMOS image sensor business of ams-OSRAM (the “CMOS Business”) through the acquisition of all outstanding shares of ams Sensor Belgium B.V., a wholly-owned subsidiary of ams-OSRAM, and the purchase of assets and assumption of liabilities exclusively related to the CMOS Business (the “Acquisition”). The Company is party to the Purchase Agreement as a guarantor of indie UK. Pursuant to the Purchase Agreement, the aggregate consideration for the Acquisition is 40,000 EUR (or approximately $47,081 based on the exchange rate in effect on May 7, 2026), consisting of: (i) a cash payment of 35,000 EUR at closing, subject to adjustments, including net working capital adjustments; and (ii) a 5,000 EUR vendor debt note provided by ams-OSRAM, with simple interest of 2.5% per annum, payable 24 months after the closing of the Acquisition. 32 Table of Contents 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. Acquisition of emotion3D 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. Impact of Macroeconomic Conditions Current and continued inflationary conditions have led, and may continue to lead to, rising prices or rising interest rates, which has had, and may continue to have, a dampening effect on overall economic activity and consumer demand for automotive products. There continues to be uncertainty regarding overall macroeconomic conditions, including increased geopolitical tensions, risk of recessions, and the effects of current global trade policies, including tariffs. The institution of trade tariffs both globally and between the United States and China specifically carries the risk of negatively affecting China’s overall economic condition, which could have a negative impact on us and our operations in China. For example, China has responded with tariffs on certain U.S. goods. While we are still evaluating the potential impacts of these proposed tariffs, as well as our ability to mitigate their related impacts, these tariffs may adversely impact our revenue and cost of goods sold in the United States. The institution of trade tariffs both globally and between the United States and China specifically carries the risk of negatively affecting China’s overall economic condition, which could have a negative impact on us as we have significant operations in China. Furthermore, the imposition of tariffs may cause a decrease in the sales of products to customers located in China, other customers selling to Chinese end users, or other global customers which could materially and adversely affect our business, financial condition and results of operations. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope and nature of the tariffs. For additional information, refer to Part I, Item 1A of our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, including the risk factor titled “If significant tariffs or other trade restrictions are placed on our products or third-party suppliers, or if we become subject to expanded export controls or trade restrictions, our revenue and results of operations may be materially harmed.” Additionally, the ongoing conflicts in the Middle East and the implications of these events have created global political and economic uncertainty. We are closely monitoring developments, including any potential impact to our business, customers, suppliers, our employees and operations in Israel, the Middle East and elsewhere. At this time, the impact to indie is subject to change given the volatile nature of the situation. 33 Table of Contents Refer to Part I, Item 1A of our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, under the heading “Risk Factors” for more information on our risks and uncertainties. OPERATING RESULTS Comparison of the Three Months Ended June 30, 2026 and 2025 Revenue Three Months Ended June 30, 2026 2025 (in thousands) $ % of Revenue $ % of Revenue $ Change % Change Revenue: Product revenue $ 60,507 95 % $ 49,720 96 % $ 10,787 22 % Contract revenue 3,502 5 % 1,914 4 % 1,588 83 % Total revenue $ 64,009 100 % $ 51,634 100 % $ 12,375 24 % 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. Operating Expenses Three Months Ended June 30, 2026 2025 (in thousands) $ % of Revenue $ % of Revenue $ Change % Change Operating expenses: Cost of goods sold $ 40,923 64 % $ 30,693 59 % $ 10,230 33 % Research and development 37,809 59 % 38,472 75 % (663 ) (2 )% Selling, general, and administrative 20,359 32 % 18,355 36 % 2,004 11 % Restructuring costs - 0 % 7,107 14 % (7,107 ) (100 )% Total operating expenses $ 99,091 155 % $ 94,627 183 % $ 4,464 5 % 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. Research and development expense for the three months ended June 30, 2026 was $37.8 million, compared to $38.5 million for the three months ended June 30, 2025. The decrease of $0.7 million or 2% was primarily due to a $1.8 million decrease in personnel costs including share-based compensation expense due to change in headcount, partially offset by a $1.3 million increase in program and outside service related expenses as a result of ongoing program development. We expect research and development expense to stabilize over time. 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. Restructuring costs for the three months ended June 30, 2025 was $7.1 million due to the 2025 Restructuring Plan initiated in May 2025. 34 Table of Contents Other income (expense), net Three Months Ended June 30, 2026 2025 (in thousands) $ $ $ Change % Change Other income (expense), net: Interest income $ 1,217 $ 2,226 $ (1,009 ) (45 )% Interest expense (4,688 ) (4,527 ) (161 ) 4 % Gain (loss) from change in fair value of contingent considerations (188 ) 90 (278 ) (309 )% Gain from extinguishment of debt — 2,623 (2,623 ) (100 )% Other income (expense) (661 ) 1,528 (2,189 ) (143 )% Total other income (expense), net $ (4,320 ) $ 1,940 $ (6,260 ) (323 )% 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. 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. 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. 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. 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. Income Taxes 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. Refer to Note — 14, Income Taxes in our accompanying unaudited condensed consolidated financial statements for additional detail. 35 Table of Contents Comparison of the Six Months Ended June 30, 2026 and 2025 Revenue Six Months Ended June 30, 2026 2025 (in thousands) $ % of Revenue $ % of Revenue $ Change % Change Revenue: Product revenue $ 112,074 94 % $ 100,140 95 % $ 11,934 12 % Contract revenue 7,392 6 % 5,571 5 % 1,821 33 % Total revenue $ 119,466 100 % $ 105,711 100 % $ 13,755 13 % 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. Operating Expenses Six Months Ended June 30, 2026 2025 (in thousands) $ % of Revenue $ % of Revenue $ Change % Change Operating expenses: Cost of goods sold $ 75,302 63 % $ 62,221 59 % $ 13,081 21 % Research and development 76,337 64 % 80,587 76 % (4,250 ) (5 )% Selling, general, and administrative 41,778 35 % 37,722 36 % 4,056 11 % Restructuring costs — 0 % 7,107 7 % (7,107 ) (100 )% Total operating expenses $ 193,417 162 % $ 187,637 178 % $ 5,780 3 % 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. 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. 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. Restructuring costs for the six months ended June 30, 2025 was $7.1 million due to the 2025 Restructuring Plan initiated in May 2025. 36 Table of Contents Other income (expense), net Six Months Ended June 30, 2026 2025 (in thousands) $ $ $ Change % Change Other income (expense), net: Interest income $ 2,090 $ 4,493 $ (2,403 ) (53 )% Interest expense (9,031 ) (9,043 ) 12 (0 )% Gain (loss) from change in fair value of contingent considerations and acquisition-related holdbacks (1,273 ) 4,893 (6,166 ) (126 )% Gain (loss) from extinguishment of debt (3,656 ) 2,623 (6,279 ) (239 )% Other income (expense) (1,022 ) 792 (1,814 ) (229 )% 'Total other income (expense), net $ (12,892 ) $ 3,758 $ (16,650 ) (443 )% 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. Interest expense for both the six months ended June 30, 2026 and 2025 was $9.0 million. 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. 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 - Debt for additional discussion of the transaction related to the 2027 Notes) 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. Income Taxes 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. Refer to Note — 14, Income Taxes in our accompanying unaudited condensed consolidated financial statements for additional detail. Liquidity and Capital Resources 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 37 Table of Contents 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, 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 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. 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. 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 — 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. 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. 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 38 Table of Contents Notes remains outstanding. Refer to Note 6 — Debt in our accompanying unaudited condensed consolidated financial statements for additional detail. As of June 30, 2026, our balance of cash and cash equivalents, including restricted cash, was $149.0 million. The following table summarizes our condensed consolidated cash flows for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, Change Change 2026 2025 $ % Net cash used in operating activities $ (50,994 ) $ (36,606 ) $ (14,388 ) 39 % Net cash used in investing activities (6,330 ) (8,392 ) 2,062 (25 )% Net cash (used in) provided by financing activities 52,003 (34,008 ) 86,011 (253 )% Operating Activities Our primary use of cash is to fund operating expenses, which consists primarily of research and development expenditures, working capital requirements related to inventory, accounts payable and general and administrative expenditures. 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. 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. Investing Activities 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. Financing Activities 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. 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. 39 Table of Contents Future Material Cash Obligations Following is a summary of our material cash requirements from known contractual and other obligations, including commitments for capital expenditures, as of June 30, 2026: Future Estimated Cash Payments Due by Period Contractual Obligations Less than 1 year 1 - 3 years 3-5 years >5 years Total Debt obligations $ 2,891 $ 36,000 $ 389,000 $ — $ 427,891 Interest on debt obligations 15,637 29,374 15,156 — 60,167 Operating leases 1,716 7,012 4,357 2,146 15,231 Holdbacks payable in cash — 1,000 — — 1,000 Total contractual obligations $ 20,244 $ 73,386 $ 408,513 $ 2,146 $ 504,289 In connection with our acquisitions (see subheading titled Liquidity and Capital Resources — Acquisitions above), we may be required to make future payments or issue additional shares of our common stock to satisfy certain earn-out requirements under the acquisition agreements. In addition, the obligations above do not include any commitments related to pending acquisitions that have not yet closed, see Note 1 — Nature of the Business and Basis of Presentation for additional information regarding pending acquisitions. Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments in applying our most critical accounting policies that can have a significant impact on the results we report in our financial statements. The SEC has defined critical accounting estimates as those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a registrant’s financial condition or results of operations. Based on this definition, our most critical accounting estimates include revenue recognition, which impacts the recording of net revenue; business combinations, which impacts the fair value of acquired assets and assumed liabilities; and contingent considerations, which impact the fair value of assumed liabilities and the recording of other income (expense). We have other significant accounting policies that do not generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our critical accounting policies and estimates are disclosed under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. There have been no material changes to our critical accounting policies and estimates as disclosed in our Annual Report on Form 10-K filed for the year ended December 31, 2025. Recently Issued and Adopted Accounting Standards We describe the recently issued and adopted accounting pronouncements that apply to us in Note 1 — Nature of the Business and Basis of Presentation to our condensed consolidated financial statements presented herein. 40 Table of Contents