The Company’s Board of Directors adopted the indie Semiconductor, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) effective June 10, 2021, which provides for the granting of nonqualified stock options, incentive stock options, restricted stock awards, stock appreciation rights, performance stock awards, unrestricted stock awards, distribution equivalent rights or any combination of the foregoing to employees and directors for a total of 10,368,750 shares. On June 22, 2022, the Company’s Board of Directors and stockholders approved an increase of shares by 10,500,000 to a total of 20,868,750 shares. On June 21, 2023, June 13, 2024, and June 4, 2025, the Company’s Board of Directors and stockholders approved an amendment to the 2021 Omnibus Equity Incentive Plan to increase the number of shares of Class A common stock reserved for issuance thereunder by 7,000,000 shares, 7,000,000 shares and 17,000,000 shares, to a current approved total of 51,868,750 shares. The primary purpose of the 2021 Plan is to enhance the Company’s ability to attract, motivate and retain the services of qualified employees, officers and directors.

The Company accounts for share-based compensation arrangements with employees and non-employees in accordance with ASC 718-10, Compensation — Stock Compensation, which requires the Company to account for the compensation expense related to all equity awards on a fair value based method. Further, the Company treats equity awards with multiple vesting tranches as a single award for expense attribution purposes and recognize compensation expense on a straight-line basis over the required service vesting period of the entire award.

As of December 31, 2025, there were 10,772,489 award units available for future grant under the 2021 Plan.

Effective July 1, 2023, certain of the Company’s Board of Directors elected to receive up to 100% of their director and chair cash retainers in the form of a quarterly fully-vested stock award of the Company’s Class A common stock. On August 17, 2023, the Company’s Board of Directors approved the launch of an Employee Equity Purchase Program (the “EEPP”), which allows (i) the Company’s Section 16 officers to make quarterly elections to receive up to 50% of their cash base salary in the form of a quarterly fully-vested stock award of Company’s Class A common stock; and (ii) its non-Section 16 officer employees to make semi-annual elections to receive up to 25% of their cash base salary in the form of a monthly fully-vested stock award of Company’s Class A common stock. As part of the program incentive, the non-Section 16 officer employees receive additional benefits such as a premium via an exchange ratio of 1.15 cash to stock and a conversion price equal to the lower of (x) the first trading day of the plan period or (y) the award vesting date. Any awards issued under the EEPP are granted through the 2021 Plan. Shares granted under EEPP for the Company’s Section 16 officers are liability-classified awards and the fair value of the awards is equal to the deferred salary amount. Shares granted under EEPP for non-Section 16 officers are equity-classified awards and the fair value of the awards is estimated through the Black-Scholes option pricing model.

The EEPP commenced its first plan period on August 16, 2023 for the Section 16 officers and on September 1, 2023 for the employees. For the year ended December 31, 2025, 2024 and 2023, the Company incurred $9,362, $19,789 and $4,099 in share-based compensation expense associated with this program, respectively, inclusive of the value of the stock issued in lieu of the cash based salary.

On March 22, 2023, the Company’s Board of Directors approved the indie Semiconductor, Inc. 2023 Inducement Incentive Plan (the “2023 Inducement Plan”), which became effective on such date without stockholder approval pursuant to Rule 5635(c)(4) of The Nasdaq Stock Market LLC listing rules (“Rule 5635(c)(4)”). The 2023 Inducement Plan provides for the grant of nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock- or performance-based awards. In accordance with Rule 5635(c)(4), awards under the 2023 Inducement Plan may only be made to a newly hired employee who has not previously been a member of indie’s Board of Directors, or an employee who is being rehired following a bona fide period of non-employment by indie as a material inducement to the employee’s entering into employment with the Company. A total of 2,000,000 shares of Class A common stock were reserved for issuance under the 2023 Inducement Plan. On June 21, 2023, the Company’s Board of Directors approved an additional 4,000,000 shares of Class A common stock to be reserved for issuance under the 2023 Inducement Plan, or a total of 6,000,000 shares. To the extent that an award lapses, expires, is cancelled, is terminated, unexercised or ceases to be exercisable for any reason, or the rights of its recipient terminate, any shares subject to such award shall again be available for the grant of a new award under the 2023 Inducement Plan.

As of December 31, 2025, there were 2,441,611 Class A common stock shares available for future grant under the 2023 Inducement Plan. For the year ended December 31, 2025, 2024 and 2023 the Company incurred $4,284, $5,787 and $3,730 in share-based compensation expense associated with this program, respectively.

Since inception of the 2021 Plan and 2023 Inducement Plan, equity awards granted are primarily all in the form of restrictive stock units (“RSU”). These RSUs primarily have a four-year vesting schedule and vests annually in equal installments. The grant date fair value of RSUs issued per the 2021 Plan and 2023 Inducement Plan was valued based on the value of the Class A common stock on the date of grant. The RSUs are equity classified. Occasionally, the Company may grant equity awards in the forms of options or equity awards with either market condition (“MSU”) or performance conditions (“PSU”) through either plan. Options typically have a four-year vesting schedule in equal annual installments and a ten-year term from the original grant date. The grant date fair value of Options issued was valued based on a Black-Scholes model at the time of the grant. Vesting for both the MSUs and PSUs require the award recipients’ continuous service with the Company and achievement of predetermined milestones. The grant date fair value of PSUs was based on the value of the Class A common stock on the date of grant. The grant date fair value of MSUs was determined using the Monte Carlo Simulations analysis.

A portion of the earn-out shares were issued to individuals with unvested equity awards. While the payout of these shares requires achievement of the earn-out milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earn-out shares. As a result, these unvested earn-out shares are equity-classified awards that operate substantially the same as an RSU. The aggregated grant date fair value of these shares totaled $3,919 (or $9.20 per share). The grant date fair value of the earn-out shares was valued based on the fair value of the earn-out liability at inception divided by total shares subject to the earn-out liability.

Stock compensation expense is recorded in cost of goods sold, research and development and general and administrative expenses based on the classification of the work performed by the grantees.

The following table sets forth the share-based compensation for the periods presented:


	Year Ended December 31,
	2025		2024		2023
Cost of goods sold	$	1,432	$	985	$	363
Research and development		39,600		43,449		25,750
Selling, general, and administrative		23,621		22,375		17,597
Restructuring costs		455		431		—
Total	$	65,108	$	67,240	$	43,710

Total stock compensation expense for the year ended December 31, 2025 above included an accrual of $3,500 that represents awards issuable upon distribution of the Company’s annual incentive plan. There was no accrual for distribution of the Company’s annual incentive plan for either years ended December 31, 2024 and 2023.

The following table sets forth the changes in the Company’s outstanding 2021 Omnibus Equity Incentive Plan non-option awards for the years ended December 31, 2025 and 2024:


	Number of Shares			Weighted average grant date fair value		Shares Retained to Cover Statutory Minimum Withholding Taxes
Nonvested shares as of December 31, 2023		13,652,946		$	6.80
Granted		10,449,306		$	6.08
Vested		(7,565,367	)	$	6.76	—
Forfeited		(1,710,039	)	$	7.23
Nonvested shares as of December 31, 2024		14,826,846		$	7.09
Granted		15,265,807		$	3.63
Vested		(11,213,339	)	$	5.28	—
Forfeited		(3,133,046	)	$	7.09
Nonvested shares as of December 31, 2025		15,746,268		$	5.01

As of December 31, 2025 there was $41,141 of total unrecognized compensation costs related to all nonvested shares, which is expected to be recognized over a weighted-average remaining vesting period of 1.2 years.

The following table sets forth the changes in the Company’s outstanding 2023 Inducement Plan non-option awards for the year ended December 31, 2025 and 2024:


	Number of Shares			Weighted average grant date fair value		Shares Retained to Cover Statutory Minimum Withholding Taxes
Nonvested shares as of December 31, 2023		1,614,463		$	8.97
Granted		1,071,639		$	6.16
Vested		(548,986	)	$	8.75	—
Forfeited		(269,800	)	$	9.23
Nonvested shares as of December 31, 2024		1,867,316		$	7.48
Granted		1,351,300		$	4.01
Vested		(728,579	)	$	7.53	—
Forfeited		(306,723	)	$	6.35
Nonvested shares as of December 31, 2025		2,183,314		$	5.48

As of December 31, 2025 there was $9,760 of total unrecognized compensation costs related to all nonvested shares, which is expected to be recognized over a weighted-average remaining vesting period of 2.5 years.

The following table sets forth the changes in the Company’s outstanding options in the 2021 Plan for the years ended December 31, 2025 and 2024:


	Options			Weighted- average exercise price		Weighted- average remaining contractual term (years)		Aggregate intrinsic value
Outstanding at December 31, 2023		318,208		$	10.58		8.08	$	—
Granted	—			$	—
Exercised	—			$	—
Forfeited or expired		(17,743	)	$	6.60
Outstanding at December 31, 2024		300,465		$	10.82		7.06	$	—
Granted	—			$	—
Exercised	—			$	—
Forfeited or expired		(54,640	)	$	8.75
Outstanding at December 31, 2025		245,825		$	11.28		6.03	$	—
Exercisable at December 31, 2025		184,364		$	11.28		6.03	$	—
Vested or expected to vest		184,364		$	11.28		6.03	$	—

There were no stock options exercised under the 2021 Plan during the years ended December 31, 2025 and 2024.

As of December 31, 2025, the Company had $11 of unrecognized stock-based compensation expense related to stock options. This cost is expected to be recognized over a weighted-average period of 0.4 year.

There were no options granted under the 2023 Inducement Plan for both years ended December 31, 2025 and 2024.

On October 12, 2021, the Company assumed fully vested indie Canada options, which became exercisable to purchase 1,542,332 shares of indie Class A common stock with a fair value of $17,249 in connection with the acquisition. The options have a 10-year term from the original grant date. The consummation of the indie Canada acquisition is considered to be a qualifying liquidation event per the original option plan, all of the options became fully vested upon the acquisition date. As such, there is no further stock-based compensation expense to be recognized.

The following table sets forth the changes in the Company’s outstanding options for the years ended December 31, 2025 and 2024:


	Options			Weighted- average exercise price		Weighted- average remaining contractual term (years)		Aggregate intrinsic value
Outstanding at December 31, 2023		924,680		$	0.17		3.82	$	7,343
Exercised		(297,017	)	$	0.18
Forfeited or expired		—		$	—
Outstanding at December 31, 2024		627,663		$	0.16		2.81	$	2,470
Exercised		(117,885	)	$	0.05
Forfeited or expired		(6,388	)	$	3.59
Outstanding at December 31, 2025		503,390		$	0.16		1.80	$	1,718
Exercisable at December 31, 2025		503,390		$	0.16		1.80	$	1,718
Vested or expected to vest		503,390		$	0.16		1.80	$	1,718