What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-03 · 222 added, 451 removed, 257 unchanged (72% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except shares and par value) September 30, 2025 December 31, 2024

(In thousands, except shares and par value) March 31, 2026 December 31, 2025

Current assets

Cash and cash equivalents $ 221,008 $ 236,857

Accounts receivable, net of allowance of $ 1,147 and $ 135 , respectively

Accounts receivable, net of allowance of $ 468 as of March 31, 2026 and December 31, 2025

Inventories 14,925 13,283

Prepaid expenses and other current assets 4,227 4,399

Total current assets 178,838 120,266

Restricted cash 2,362 1,745

Total current assets 246,249 259,905

Property and equipment, net 9,123 9,779

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Finance lease liabilities, current

Earnout liability 30,546 22,632

Total current liabilities 56,851 52,120

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Finance lease liabilities noncurrent 373 456

Earnout liability 30,903 10,208

Deferred tax liabilities 405 405

Other noncurrent liabilities 608 4,619

Total liabilities 61,318 56,808

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Stockholders' equity

Class A common stock, $ 0.0001 par value, 740,000,000 shares authorized as of September 30, 2025 and December 31, 2024, and 214,939,135 and 188,114,202 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized as of September 30, 2025 and December 31, 2024, and 0 shares issued and outstanding at both September 30, 2025 and December 31, 2024

Class A common stock, $ 0.0001 par value, 740,000,000 shares authorized as of March 31, 2026 and December 31, 2025, and 232,004,922 and 230,525,464 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized as of March 31, 2026 and December 31, 2025, and 0 shares issued and outstanding at both March 31, 2026 and December 31, 2025

Additional paid-in capital 955,554 945,381

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands, except per share amounts) 2026 2025

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(Loss) Gain from change in fair value of earnout liabilities ( 7,914 ) 8,113

Other income (expense), net ( 59 ) 26 ( 4 ) 140

Other income 10 18

Total other income (expense), net ( 5,952 ) 8,837

Loss before income taxes ( 33,718 ) ( 16,467 )

Income tax provision (benefit) ( 19 ) 125 111 256

Income tax provision 67 82

Equity method investment loss — ( 280 )

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Stockholders' Equity

NINE MONTHS ENDED SEPTEMBER 30, 2025 Class A common stock Additional

THREE MONTHS ENDED MARCH 31, 2026 Class A common stock Additional

capital Accumulated

4 unchanged sentences

Issuance of common stock under employee stock option and stock award plans 1,480 — 803 — — 803

Costs for the issuance of common stock/At-the-market offering (ATM One and ATM Two) — — ( 346 ) — — ( 346 )

Stock-based compensation expense related to employee and non-employee stock awards — — 9,370 — — 9,370

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BALANCE AT MARCH 31, 2026 232,005 $ 26 $ 955,554 $ ( 535,524 ) $ ( 7 ) $ 420,049

Issuance of common stock under employee stock option and stock award plans 1,540 — 889 — — 889

Shares issued in connection with At-the-market offerings (ATM One and ATM Two) 19,781 2 99,998 — — 100,000

Costs for the issuance of common stock/At-the-market offering (ATM One and ATM Two) — — ( 2,904 ) — — ( 2,904 )

Stock-based compensation expense related to employee and non-employee stock awards — — ( 1,853 ) — — ( 1,853 )

Net loss — — — ( 49,075 ) — ( 49,075 )

BALANCE AT JUNE 30, 2025 213,084 $ 24 $ 839,550 $ ( 450,690 ) $ ( 7 ) $ 388,877

Issuance of common stock under employee stock option and stock award plans 1,855 — 816 — — 816

Stock-based compensation expense related to employee and non-employee stock awards — — 526 — — 526

Net loss — — — ( 19,234 ) — ( 19,234 )

BALANCE AT SEPTEMBER 30, 2025 214,939 $ 24 $ 840,892 $ ( 469,924 ) $ ( 7 ) $ 370,985

Stockholders' Equity

NINE MONTHS ENDED SEPTEMBER 30, 2024 Class A common stock Additional

THREE MONTHS ENDED MARCH 31, 2025 Class A common stock Additional

capital Accumulated

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Issuance of common stock under employee stock option and stock award plans 3,649 — 3,979 — — 3,979

Costs for the issuance of common stock/At-the-market offering — — ( 346 ) — — ( 346 )

Stock-based compensation expense related to employee and non-employee stock awards — — 7,003 — — 7,003

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BALANCE AT MARCH 31, 2025 191,763 $ 22 $ 743,420 $ ( 401,615 ) $ ( 7 ) $ 341,820

Issuance of common stock under employee stock option and stock award plans 505 — 1,123 — — 1,123

Stock-based compensation expense related to employee and non-employee stock awards — — 11,388 — — 11,388

Net loss — — — ( 22,328 ) — ( 22,328 )

BALANCE AT JUNE 30, 2024 183,502 $ 21 $ 714,282 $ ( 326,196 ) $ ( 7 ) $ 388,100

Issuance of common stock under employee stock option and stock award plans 3,337 1 789 — — 790

Stock-based compensation expense related to employee and non-employee stock awards — — 10,668 — — 10,668

Net loss — — — ( 18,730 ) — ( 18,730 )

BALANCE AT SEPTEMBER 30, 2024 186,839 $ 22 $ 725,739 $ ( 344,926 ) $ ( 7 ) $ 380,828

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

Nine Months Ended September 30,

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

(In thousands) 2026 2025

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 2,558 2,197

Depreciation 978 807

Amortization of intangible assets 4,734 4,734

3 unchanged sentences

Loss from equity method investment — 280

Loss on disposition of capital assets 8 —

Loss (gain) from change in fair value of earnout liability 7,914 ( 8,113 )

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Operating lease liability ( 469 ) ( 471 )

Customer deposit and deferred revenue — ( 8,947 )

Deferred revenue ( 185 ) —

Net cash used in operating activities ( 16,362 ) ( 13,533 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from disposition of property and equipment 46 —

Investment purchases — ( 2,500 )

Purchases of property and equipment ( 388 ) ( 41 )

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the issuance of the At-the-market offerings (ATM One and ATM Two) 100,000 —

Costs for the issuance of common stock/At-the-market offering (ATM One and ATM Two) ( 3,250 ) —

Proceeds from issuance of common stock in connection stock option exercises 804 131

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Capital expenditures in accounts payable $ — $ 314

Shares issued in connection with annual bonus $ 2,988 $ —

Noncash finance lease acquisition $ 985 $ —

The accompanying condensed notes are an integral part of these condensed consolidated financial statements.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND BASIS OF PRESENTATION

Navitas Semiconductor Corporation (“the Company”) designs, develops and markets next-generation power semiconductors including gallium nitride (“GaN”) power integrated circuits (“ICs”), high-voltage silicon carbide (“SiC”) devices and associated high-speed silicon system controllers, and digital isolators used in power conversion and charging.

The Company focuses on high-power markets including AI data centers, performance computing, energy and grid infrastructure, and industrial electrification.

The Company believes that its products provide superior efficiency, performance, size, cost and sustainability relative to existing silicon technology.

Navitas Semiconductor Corporation (“The Company”) was founded in 2014 and has since been developing next-generation power semiconductors including gallium nitride (“GaN”) power integrated circuits (“ICs”), silicon carbide (“SiC”) and associated high-speed silicon system controllers and digital isolators used in power conversion and charging.

The Company presently operates as a product design house that contracts the manufacturing of its chips and packaging to partner suppliers.

Navitas maintains its operations around the world, including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea and the Philippines , with principal executive offices in Torrance, California.

Navitas has over 300 patents issued or pending and is the world’s first semiconductor company to be CarbonNeutral ™ -certified.

Navitas maintains its operations around the world, including the United States, Philippines, China, Taiwan, and South Korea, with principal executive offices in Torrance, California.

The Company has two authorized classes of common stock:

Class A and Class B.

Class A common stock, par value of $0.0001 per share (“Class A common stock”) and Class B common stock, par value of $0.0001 per share (“Class B common stock”).

Both classes have identical voting, dividend, and liquidation rights.

There were no outstanding Class B shares as of September 30, 2025 and December 31, 2024.

The Company also has 1.0 million shares of preferred stock authorized, with no shares outstanding as of September 30, 2025 and December 31, 2024.

The preferred stock may be issued with voting rights, if any, and such other designations, powers, preferences and rights as may be determined by the board of directors at the time of issuance.

Execution of At-The-Market Agreement

On March 19, 2025, the Company entered into an Open Market Sale Agreement SM (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) as sales agent, pursuant to which the Company may sell shares of its Class A common stock, par value $ 0.0001 per share, from time to time in “at the market” (“ATM”) offerings through Jefferies as sales agent.

The Company subsequently completed two ATM offerings (“ATM One” and “ATM Two”).

Under each of ATM One and ATM Two, the Company may, from time to time, offer and sell shares having an aggregate offering price of up to $ 50,000,000 .

As of June 30, 2025, the Company completed sales of 11.1 million shares of Class A common stock under ATM One and 8.7 million shares under ATM Two, resulting in gross proceeds of approximately $100.0 million and offering-related costs of $3.3 million in total.

The shares were offered and sold pursuant to the Company’s registration statement on Form S-3 (File No.

333-269752), the prospectus included therein, and prospectus supplements filed with the SEC effective March 20, 2025 and May 27, 2025 with respect to ATM One and ATM Two, respectively.

All sales were completed in the second quarter of 2025.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The information contained in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such condensed consolidated financial statements.

Operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of results to be expected for the full year ending December 31, 2025.

Certain footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted pursuant to SEC rules and regulations relating to interim financial statements.

The accompanying condensed consolidated financial statements should be read in conjunction with consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K filed for the fiscal year ended December 31, 2024, filed with the SEC on March 19, 2025.

Except as further described below, there have been no significant changes in the Company’s accounting policies from those disclosed in its Form 10-K filed with the SEC on March 19, 2025.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

For information on estimates, see the “Use of Estimates” section of “Item 1.

Organization and Basis of Presentation” in the 2024 Form 10-K.

There were no outstanding Class B shares as of March 31, 2026 and 2025.

The Company also has authorized 1.0 million shares of preferred stock, par value of $0.0001 per share (“preferred stock”), with no amounts outstanding as of March 31, 2026 and 2025.

The preferred stock may be issued with terms, rights, and preferences determined by the board of directors at the time of issuance.

Basis of Presentation and Use of Estimates

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S.

Generally Accepted Accounting Principles ("U.S.

GAAP") and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission ("SEC").

In our opinion, they include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of results for the interim periods.

Certain information and note disclosures normally included in financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted as permitted by the SEC's rules and regulations for interim reporting.

These Consolidated Financial Statements should be read in conjunction with our audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026.

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes.

We base our estimates and judgments on historical experience, knowledge of current conditions, and our beliefs of what could occur in the future considering available information.

While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when made, and because of the uncertainty inherent in these matters, the actual results that we experience may differ materially from these estimates under different assumptions or conditions.

We evaluate our estimates and judgments on an ongoing basis.

We describe our accounting methods and practices in more detail in our 2025 10-K.

There have been no changes to the significant accounting policies, procedures, or general information described in our 2025 10-K that have had a material impact on our condensed consolidated financial statements and the accompanying notes, except as described in Note 15 - “Related Party Transactions.”

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation for the three months ended March 31, 2026.

Equipment previously included in construction in progress has been reclassified to computers and other equipment.

This reclassification had no impact on net loss or retained earnings.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Standards

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which makes technical corrections, clarifications, and other minor improvements to various Topics within the Accounting Standards Codification.

The amendments are intended to improve the consistency and usability of U.S.

GAAP and do not introduce significant new accounting requirements.

ASU 2025-12 is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted.

The Company is currently evaluating the impact of this guidance;

however, it does not expect adoption to have a material impact on its condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which clarifies the application of interim reporting guidance and improves the organization of disclosure requirements within Topic 270.

The amendments do not change the underlying principles of interim reporting or require additional disclosures.

ASU 2025-11 is effective for interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this guidance;

however, it does not expect adoption to have a material impact on its condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

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The Company is currently evaluating its potential impact on its Consolidated Financial Statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurements of Credit Losses for Accounts Receivable and Contract Assets.

This update introduces a practical expedient for estimating expected credit losses on current accounts receivable and contract assets arising from revenue transactions within the scope of ASC 606.

Companies that elect this expedient must disclose both the election and the date through which subsequent cash collections are considered in the estimate.

ASU 2025-05 becomes effective for the Company for the fiscal year ending December 31, 2026.

The Company is in the process of assessing the potential impact of this guidance on its Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

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Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements.

In December 2023, FASB issued ASU 2023-09, titled Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

These amendments address investor requests for enhanced transparency regarding income tax information.

Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid.

This updated standard will be effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively.

The new disclosure requirements are applicable beginning with the Company’s annual reporting for the year ending December 31, 2025.

The Company is still assessing this standard and expects it to result in changes to disclosures only.

The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements, thus there was no impact related to adoption of this standard.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) introduced Accounting Standard Update ASU 2023-07, titled Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update mandates that all public entities, including those with a single reportable segment, disclose one or more measures of segment profit or loss that the chief operating decision maker (CODM) uses to allocate resources and assess performance during interim and annual reporting periods.

Furthermore, the standard requires the disclosure of significant segment expenses, other relevant segment items, and additional qualitative information.

The Company adopted ASC 2023-07 and all related subsequent amendments during the year ended December 31, 2024, as disclosed in Note 14 - “Segment Information” of this Form 10-Q.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurements of Credit Losses for Accounts Receivable and Contract Assets.

This update introduces a practical expedient for estimating expected credit losses on current accounts receivable and contract assets arising from revenue transactions within the scope of ASC 606.

Companies that elect this expedient must disclose both the election and the date through which subsequent cash collections are considered in the estimate.

The Company adopted this standard on January 1, 2026 and has not elected the practical expedient.

This Form 10-Q does not include any other newly implemented accounting standards or pronouncements beyond those detailed above.

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NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NET LOSS PER SHARE

Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average shares of common stock outstanding during the period using the two-class method because the Company’s sponsor earnout shares are a participating security since these shares contain a non-forfeitable right to receive dividends.

Under the two-class method, earnings are allocated to each class of common stock and participating security as if all of the earnings for the period had been distributed.

As the Company incurred net losses during the three months ended March 31, 2026 and 2025 and these securities are not contractually required to fund the Company’s losses, there is no allocation to the participating securities in the years presented.

Diluted earnings per share are calculated by dividing net income (loss) by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period.

Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding RSUs and restricted stock awards, and the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method.

Performance-based RSUs and restricted stock awards are included in the number of shares used to calculate diluted earnings per share after evaluating the applicable performance criteria as of period end and under the assumption the end of the reporting period was the end of the contingency period, and the effect is dilutive.

The Company has no plans to declare dividends.

Three Months Ended March 31,

(in thousands)

Weighted-average common shares - basic common stock 229,988 187,784

Stock options and other dilutive awards — —

Weighted-average common shares - diluted common stock 229,988 187,784

Shares excluded from diluted weighted-average shares:

Dilutive shares excluded ¹ 4,538 1,430

¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested restricted stock units, and ESPP shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share for the three months ended March 31, 2026 and 2025.

As of March 31, 2026, the Company did not exclude any restricted stock awards from the diluted weighted average share count, as the individuals associated with those awards are no longer employed by the Company.

As of March 31, 2025, the Company excluded an immaterial amount of restricted stock awards from the diluted weighted average share count as their performance conditions have not been achieved.

As of March 31, 2026 and 2025, the Company excluded 10.0 million Earnout shares from the diluted weighted average share count as their performance and/or market conditions have not been achieved.

As of March 31, 2026, there have been no Long Term Incentive Plan options (“LTIP options”) excluded from the diluted weighted average share count as these options have all been forfeited.

As of March 31, 2025, 6.5 million LTIP options had been excluded from the diluted weighted average share count as their performance and/or market conditions have not been achieved.

As of March 31, 2026, the Company exclu ded 1.3 million of o utstanding Class A common stock from basic and diluted weighted average share count as these shares are subject to forfeiture based on market conditions that have not been achieved.

These shares relate to certain shares of Class A common stock held by the Company’s SPAC sponsor that as part of the business combination were placed under market conditions requirements that if not met, would result in forfeiture.

These requirements are consistent with the Earnout Milestones noted in Note 11 - “Earnout Liability” and these shares are participating securities with the same voting and dividend rights as the Company’s other Class A common stock.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

Customer Concentration

A majority of the Company’s revenues are attributable to sales of the Company’s products to distributors of electronic components.

These distributors sell the Company’s products to a range of end users, including OEMs and merchant power supply manufacturers.

The following customers represented 10% or more of the Company’s net revenues for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Customer 2026 2025

Distributor A 59 % *

Distributor B

Distributor C

Revenues by Geographic Area

Revenues for the three months ended March 31, 2026 and 2025 were attributable to the following regions (in thousands):

Three Months Ended March 31, Three Months Ended March 31,

Region 2026 2025

Hong Kong $ 6,583 76 % $ 8,270 59 %

United States 1,109 13 1,262 9

Rest of Asia 682 8 2,523 18

China 177 2 981 7

Europe 47 1 561 4

All others — — 421 3

Total $ 8,598 100 % $ 14,018 100 %

Concentration of Credit Risk

The following customers represented 10% or more of the Company’s accounts receivable (in thousands).

Customer March 31, 2026 December 31, 2025

Distributor A $ 2,143 58 % $ 860 26 %

Distributor B

$ 386 10 % $ 386 12 %

Distributor C

$ 357 10 % $ 108 *

* Customer revenues or accounts receivable represented less than 10% of total revenues or accounts receivable.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BALANCE SHEET COMPONENTS

Accounts Receivable

Accounts receivable trade, net consist of the following (in thousands):

September 30, 2025 December 31, 2024

Accounts receivable are non-interest-bearing and stated net of an allowance for expected lifetime credit losses, as detailed in our 2025 annual report on Form 10-K.

Accounts receivable, net consist of the following (in thousands):

March 31, 2026 December 31, 2025

Accounts receivable, gross $ 3,697 $ 3,352

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Recovery of prior accounts written off —

Balance at September 30, 2025 $ ( 1,147 )

Balance at March 31, 2026 $ ( 468 )

Inventories consist of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw materials

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Work-in-process

10,116 10,465

Finished goods

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Property and equipment, net consist of the following (in thousands):

September 30, 2025 December 31, 2024 Useful Life

March 31, 2026 December 31, 2025 Useful Life

Furniture and fixtures $ 351 $ 295 3 — 7 years

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Leasehold improvements 4,412 4,383 2 — 6 years

Construction in Progress 5,979 6,887

20,576 20,353

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Total $ 9,123 $ 9,779

The depreciation expense wa s $ 0.9 million and $2.6 million fo r the three and nine months ended September 30, 2025 and $0.8 million and $2.2 million for the three and nine months ended September 30, 2024, respectively, and was determined using the straight-line method over their estimated useful lives.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The accounting guidance on fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, the guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

(Level 1) observable inputs such as quoted prices for identical assets in active markets;

(Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly;

and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

The short-term nature of the Company’s cash and cash equivalents, accounts receivable and current liabilities causes each of their carrying values to approximate fair value for all periods presented.

Cash equivalents classified as Level 1 instruments were $ 93.9 million as of September 30, 2025 and $ 66.5 million for December 31, 2024.

The following table presents the Company’s fair value hierarchy for financial liabilities as of September 30, 2025 (in thousands) :

Level 1 Level 2 Level 3 Total

Earnout liability $ — $ — $ 30,903 $ 30,903

The following table presents the Company’s fair value hierarchy for financial instruments (in thousands) :

March 31, 2026

December 31, 2025

Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Money market funds $ 186,738 $ — $ — $ 186,738 $ 185,050 $ — $ — $ 185,050

Total $ 186,738 $ — $ — $ 186,738 $ 185,050 $ — $ — $ 185,050

The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2024 (in thousands):

Level 1 Level 2 Level 3 Total

Earnout liability

Total $ — $ — $ 10,208 $ 10,208

The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands):

Fair Value Measurements Using Significant Unobservable Inputs

Balance at December 31, 2024 $ 10,208

Fair value adjustment 20,695

Balance at September 30, 2025 $ 30,903

The Company did not transfer any investments between Level 1 and Level 2 of the fair value hierarchy during the three and nine months ended September 30, 2025 .

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL AND INTANGIBLES

Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination.

Intangible assets are measured at their respective fair values as of the acquisition date.

Goodwill and indefinite-lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired.

As of the annual measurement date of September 30, 2025, the fair market value of the Company’s stock price remains above carrying value, and no indicators of impairment are present as of September 30, 2025.

In the first quarter of 2025, the Company transferred $1.2 million from in-process research and development to developed technology as the project was completed and placed into service.

There were no changes to goodwill during the three and nine months ended September 30, 2025.

The following table presents the Company’s finite-lived intangible asset balance by asset class as of September 30, 2025 (in thousands):

Intangible Asset Cost Accumulated Amortization Net Book Value Amortization Method Useful Life

Trade Names $ 900 $ ( 900 ) $ — Straight line 2 years

Developed Technology 54,677 ( 41,324 ) 13,353 Straight line 4 - 10 years

Patents 34,900 ( 7,679 ) 27,221 Straight line 5 - 15 years

Customer Relationships 24,300 ( 7,594 ) 16,706 Straight line 10 years

Non-Competition Agreements 1,900 ( 1,188 ) 712 Straight line 5 years

Other 658 ( 658 ) — Straight line 5 years

Total $ 117,335 $ ( 59,343 ) $ 57,992

The following table presents the Company’s finite-lived intangible asset balance by asset class for the fiscal year ended December 31, 2024 (in thousands):

Intangible Asset Cost Accumulated Amortization Net Book Value Amortization Method Useful Life

Trade Names $ 900 $ ( 900 ) $ — Straight line 2 years

Developed Technology 53,500 ( 31,074 ) 22,426 Straight line 4 -10 years

In-process R&D 1,177 — 1,177 Indefinite N/A

Patents 34,900 ( 5,834 ) 29,066 Straight line 5 - 15 years

Customer Relationships 24,300 ( 5,771 ) 18,529 Straight line 10 years

Non-Competition Agreements 1,900 ( 903 ) 997 Straight line 5 years

Other 658 ( 658 ) — Straight line 5 years

$ — $ — $ 30,546 $ 30,546 $ — $ — $ 22,632 $ 22,632

The following table presents the Company’s finite-lived intangible asset balances by asset class (in thousands):

March 31, 2026 December 31, 2025

Intangible Asset Cost Accumulated Amortization Net Book Value Cost Accumulated Amortization Net Book Value

Trade Names $ 900 $ ( 900 ) $ — $ 900 $ ( 900 ) $ —

Developed Technology 54,677 ( 48,157 ) 6,520 54,677 ( 44,741 ) 9,936

Patents 34,900 ( 8,909 ) 25,991 34,900 ( 8,294 ) 26,606

Customer Relationships 24,300 ( 8,809 ) 15,491 24,300 ( 8,201 ) 16,099

Non-Competition Agreements 1,900 ( 1,378 ) 522 1,900 ( 1,283 ) 617

Other 658 ( 658 ) — 658 ( 658 ) —

Total $ 117,335 $ ( 68,811 ) $ 48,524 $ 117,335 $ ( 64,077 ) $ 53,258

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the changes in the Company’s intangible asset balance (in thousands):

Intangible Assets, net

Balance at December 31, 2024 $ 72,195

Amortization expense ( 14,203 )

Balance at September 30, 2025 $ 57,992

The amortization expense was $ 4.7 million and $14.2 million for the three and nine months ended September 30, 2025 and $4.7 million and $14.3 million for the three and nine months ended September 30, 2024 , respectively.

Total future amortization expense of intangible assets is estimated to be as follows (in thousands):

3 unchanged sentences

Total $ 48,524

There were no impairment charges during the three and nine months ended September 30, 2025 or during the three and nine months ended September 30, 2024 .

The goodwill balance was $ 163.2 million as of both September 30, 2025 and December 31, 2024, with no accumulated impairment losses recorded as of either date.

The Compa ny has entered into operating leases primarily for commercial buildings and a finance lease for equipment.

As of September 30, 2025, no operating or finance lease agreements contain economic penalties for the Company to extend th e lease, and it is not reasonably certain the Company will exercise these extension options.

Additionally, lease agreements do not contain material residual value guarantees or material restrictive covenants.

The Company has made the accounting policy election to use certain ongoing practical expedients made available by ASC 842 to:

(i) not separate lease components from non-lea se components for real estate;

and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the condensed consolidated balance sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

For leases that do not have a readily determinable implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments.

Rent expense for operating leases, including short-term lease cost, was $ 0.6 million and $ 1.7 million for the three and nine months ended September 30, 2025 and $ 0.6 million and $ 2.0 million for the three and nine months ended September 30, 2024, respectively.

In addition to rent payments, the Company’s leases include real estate taxes, common area maintenance, utilities, and management fees, which are not fixed.

The Company accounts for these costs as variable payments and does not include such costs as a lease component.

Total variable expenses were immaterial for the three and nine months ended September 30, 2025, and $ 0.1 million and $ 0.2 million for the three and nine months ended September 30, 2024 , respectively.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Information related to the Company’s right-of-use assets and related operating and finance lease liabilities were as follows (in thousands):

Nine Months Ended September 30,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RESTRUCTURING

On January 20, 2025, the Company announced a cost-reduction plan (“2025 Restructuring Plan”) aimed at further streamlining operations and enhancing its focus on AI data centers, EV, and mobile applications.

The plan included a 19% reduction in workforce, with most associated costs related to severance and stock-based compensation.

No restructuring-related liabilities under the 2025 Restructuring Plan remain as of March 31, 2026.

During the three months ended March 31, 2025 , the Company incurred $ 1.5 million in restructuring costs related to this plan.

During the fourth quarter of 2025, the Company announced the Navitas 2.0 Restructuring Plan (“Restructuring Plan”) to further streamline its organization and enhance operational efficiency in support of its long-term growth strategy across high-priority markets, AI data centers, energy and grid infrastructure, performance computing and industrial electrification.

The plan primarily consists of a 19% targeted workforce reduction and organizational realignments, with associated costs largely related to employee severance and benefits, contract termination costs, and fixed asset impairments.

These actions are intended to sharpen the Company’s focus on higher-value opportunities, strengthen its technology leadership, and improve financial discipline.

A summary of the balance sheet activity related to the Restructuring Plan is as follows (in thousands):

Amounts accrued as of December 31, 2025 Costs Incurred Cash Payments Non-cash Adjustment Amounts accrued as of March 31, 2026

Employee Severance and Benefits $ 982 $ 39 $ (950) $ — $ 71

Contract Terminations 6,626 77 (3,889) 2,814

Other 109 334 (9) (234) 200

$ 7,717 $ 450 $ (4,848) $ (234) $ 3,085

The Compa ny has entered into operating leases primarily for corporate offices, sales offices, research and development facilities, and a finance lease for equipment.

Information related to the Company’s right-of-use assets and related operating and finance lease liabilities was as follows (in thousands):

Three Months Ended March 31,

Operating Leases 2026 2025

1 unchanged sentence

Right-of-use assets obtained in exchange for new operating lease liabilities $ 400 $ 137

Nine Months Ended September 30,

Three Months Ended March 31,

Finance Lease 2026 2025

3 unchanged sentences

Weighted-average remaining lease term in years

Weight-average discount rate

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Weighted-average discount rate

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Operating lease expense $ 534 $ 547

Finance lease amortization

$ 82 $ — $ 137 $ —

Finance lease interest expense $ 9 $ —

4 unchanged sentences

2028 1,479 29

2028 1,701 118

Thereafter 19 —

1 unchanged sentence

Total lease liabilities $ 5,638 $ 700

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION

The following table summarizes the stock-based compensation expense recognized for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Cost of goods sold $ 117 $ 36

Research and development 5,212 3,838

Selling, general and administrative 5,009 3,098

Total stock-based compensation expense $ 10,338 $ 6,972

Equity Incentive Plans

The Navitas Semiconductor Limited 2020 Equity Incentive Plan, initially adopted by the Company’s board of directors on August 5, 2020 as an amendment and restatement of the 2013 Equity Incentive Plan (“2013 Plan”), was amended and restated as the Amended and Restated Navitas Semiconductor Limited 2020 Equity Incentive Plan (the “2020 Plan”).

The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit (“RSU”) awards, stock appreciation rights, and other stock awards to employees, directors and consultants.

Pursuant to the 2020 Plan, the exercise price for incentive stock options and non-statutory stock options is generally at least 100% of the fair market value of the underlying shares on the date of grant.

Options generally vest over 48 months measured from the date of grant.

Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment or service.

Under the terms of the 2020 Plan, the Company is authorized to issue 18,899,285 shares of Class A common stock pursuant to awards under the 2020 Plan.

As of October 19, 2021, the Company had issued an aggregate of 11,276,706 stock options and non-statutory options to its employees and consultants and 4,525,344 RSUs to employees, directors and consultants under the 2020 Plan.

No awards have been issued under the 2020 Plan after October 10, 2021.

Shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021 will become authorized for issuance pursuant to awards under the 2021 Plan (as defined below).

The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors on August 17, 2021 and adopted and approved by the Company’s stockholders on October 12, 2021.

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If the Company modifies stock-based awards, the modification may result in incremental compensation costs or a reversal of previously recorded accruals.

Incremental compensation costs, or reductions in previously recognized costs, are measured in accordance with ASC 718-10-50-2 and are recorded in the consolidated statements of operations over the remaining service period of the awards As of September 30, 2025 the Company has no non- statutory stock options under the 2021 Plan.

Stock-Based Compensation

The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period, except for Long-Term Incentive Plan Stock Options discussed below.

The Company uses estimates of volatility, expected term, risk-free interest rate and dividend yield in determining the fair value of these awards and the amount of compensation expense to recognize.

The Company uses the straight-line method to amortize stock awards granted over the requisite service period of the award, which may be explicit or derived, unless market or performance conditions result in a graded attribution.

The following table summarizes the stock-based compensation expense recognized for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Cost of goods sold $ 81 $ 76 $ 188 $ 325

Research and development 4,991 6,267 8,465 20,075

Selling, general and administrative ( 4,605 ) 5,029 (2,127) 17,611

Total stock-based compensation expense $ 467 $ 11,372 $ 6,526 $ 38,011

As of March 31, 2026 the Company has issued 847,603 non-sta tutory stock options under the 2021 Plan.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

Generally, stock options granted under the Plans have terms of ten years and vest 1/4th on the anniversary of the vesting commencement date and 1/36th monthly thereafter.

Stock options with performance vesting conditions begin to vest upon achievement of the performance condition.

Expense is recognized beginning in the period in which performance is considered probable.

The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model.

A summary of stock options outstanding, excluding LTIP Options as of September 30, 2025, and activity during the three and nine months then ended, is presented below:

Stock options granted under the Plans generally have a contractual term of ten years and vest over four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting quarterly thereafter.

Compensation expense for these awards is recognized when the performance condition is considered probable.

The fair value of stock options, including incentive stock options and non-statutory stock options, is estimated on the grant date using the Black-Scholes option pricing model.

A summary of stock options outstanding, excluding LTIP Options as of March 31, 2026, and activity during the three months then ended, is presented below:

Stock Options Shares

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Outstanding at December 31, 2025 100 $ 0.72 3.5

Granted 758 $ 8.82 —

Exercised ( 10 ) $ 1.06 —

Outstanding at March 31, 2026 848 $ 7.97 9.2

Exercised ( 1,155 ) 0.77 —

Outstanding at June 30, 2025 108 $ 0.74 4.1

Exercised (4) $ 1.06 —

Outstanding at September 30, 2025 104 $ 0.74 3.8

Vested and Exercisable at September 30, 2025 104 $ 0.74 3.8

During the three months ended September 30, 2025, the Company recorded no stock-based compensation expense and for the nine months ended September 30, 2025, the Company recorded an immaterial amount o f stock-based compensation expense for the vesting of outstanding stock optio ns.

During the three and nine months ended September 30, 2024, the Company recognized $0.0 million and $0.1 million of stock-based compensation expense for the vesting of outstanding stock options.

Long-term Incentive Plan Stock Options

The Company awarded a total of 6,500,000 LTIP Options (“2021 LTIP Options”) to certain members of senior management on December 29, 2021 pursuant to the 2021 Plan.

These non-statutory options are intended to be the only equity incentive awards for the recipients over the duration of the performance period.

The options vest in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $ 15 to $ 60 per share, coupled with revenue and EBITDA targets, measured over a seven-year performance period and expire on the tenth anniversary of the grant date.

The options have an exercise price of $ 15.51 per share and the average fair value on the grant date was $ 9.14 based on the Black-Scholes model and a Monte Carlo simulation incorporating 500,000 scenarios.

The weighted average contractual period remaining is 6.4 years.

The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023.

The valuation model utilized the following assumptions:

Risk-free interest rates 1.47 %

Expected volatility rates 67.33 %

Expected dividend yield —

Cost of equity (for derived service period) 11.77 %

Weighted-average grant date fair value of options $ 9.14

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On a quarterly basis, management reviews the probable achievement for each of the tranches in the 2021 LTIP Options in regards to revenue and EBITDA, which includes assumptions for forecasted revenue and EBITDA.

During the three months ended September 30, 2025, the remaining member of senior management who was a recipient of the “2021 LTIP Options” left the Company.

Therefore, the Company recognized a reversal of previously recorded stock-based compensation expense of $ 8.5 million related to the forfeited award.

The Company recognized a reversal of $16.5 million for the nine months ended September 30, 2025 .

As there are no remaining recipients of the 2021 LTIP Options, the Company does not expect to recognize any further compensation expense associated with the award.

The Company recognized $0.8 million and $3.2 million of stock-based compensation expense for the three and nine months ended September 30, 2024, respectively.

The Company awarded a total of 3,250,000 performance stock options (“2022 LTIP Options”) to a member of senior management on August 15, 2022 pursuant to the 2021 Plan.

The options vest in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $ 15 to $ 60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date.

The options have an exercise price of $ 10.00 per share and the average fair value on the grant date was $ 2.89 .

The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023 .

As of September 30, 2025, there were no 2022 LTIP Options remaining as the participants have all left the Company.

The valuation m odel utilized the following assumptions:

Risk-free interest rates 2.82 %

Expected volatility rates 68.48 %

Expected dividend yield —

Cost of equity (for derived service period) 14.64 %

Weighted-average grant date fair value of options $ 2.89

On a quarterly basis, management reviews the probable achievement for each of the tranches in the 2022 LTIP Options in regards to revenue and EBITDA, which includes assumptions for forecasted revenue and EBITDA.

In relation to the 2022 LTIP Options, a member of senior management departed the Company prior to December 31, 2024, failing to meet the service requirement for the options.

As a result, their options were forfeited and no expense was recognized for the three and nine months ended September 30, 2025.

The Company recognized $ 0.2 million and $0.6 million of stock-based compensation expense for the three and nine months ended September 30, 2024, respectively.

Vested and Exercisable at March 31, 2026 89 0.68 `

Restricted Stock Units

The Company regularly grants RSUs to employees as a component of their compensation.

A summary of RSUs outstanding as of September 30, 2025 , and activity during the nine months then ended, is presented below:

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of RSUs outstanding as of March 31, 2026 , and activity during the three months then ended, is presented below:

Restricted Stock Unit Awards Shares

5 unchanged sentences

Outstanding at March 31, 2026 9,567 $ 7.04

Granted 3,438 4.25

Vested (402) 5.75

Forfeited (830) 6.78

Outstanding at June 30, 2025 9,543 $ 5.51

Outstanding at September 30, 2025 8,795 $ 5.23

During the three and nine months ended September 30, 2025, the Company recognized $ 8.8 million and $21.2 million of stock-based compensation expense for the vesting of RSUs, respectively.

During the three and nine months ended September 30, 2024, the Company recognized $9.1 million and $27.0 million of stock-based compensation expense for the vesting of RSUs, respectively.

As of September 30, 2025, unrecognized compensation cost related to unvested RSU awards expected to be recognized totaled $ 34.2 million.

As of March 31, 2026, unrecognized compensation cost related to unvested RSU awards expected to be recognized totaled $ 50.2 million.

The weighted-average period over which this remaining compensation cost is expected to be recognized is 2.7 years.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities related to fiscal year 2025 (included in “Accrued compensation expenses” on the Condensed Consolidated Balance Sheets), by issuing a variable number of fully-vested restricted stock units to its employees in 2025.

As of September 30, 2025, the Company accrued $1.5 million for its 2025 annual bonus, which is expected to be settled in the first quarter of 2026 through the issuance of approximately 206,036 shares based on the Company's closing stock price as of September 30, 2025.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities related to fiscal year 2026 (included in “Accrued compensation expenses” on the c ondensed c onsolidated balance sheets), by issuing a variable number of fully-vested restricted stock units to its employees in 2026.

As of March 31, 2026, the Company accrued $ 1.5 million for its 2026 annual bonus, which is expected to be settled in the first quarter of 2027 through the issuance of approximately 167,144 shares based on the Company's closing stock price as of March 31, 2026.

However, the actual number of shares will be based on the share price at the date of settlement.

2022 Employee Stock Purchase Plan

In August 2022, the Company’s board of directors adopted the Company’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), subject to stockholder approval.

The 2022 ESPP was approved by stockholders at the Company’s annual stockholders’ meeting held November 10, 2022.

The Company authorized the issuance of 3,000,000 shares of common stock under the 2022 ESPP.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Under the 2022 ESPP, eligible employees are granted the right to purchase shares of common stock at the lower of 85 % of the fair value at the time of offering or 85 % of the fair value at the time of purchase, generally over a six-month period.

For the three and nine months ended September 30, 2025, employees who elected to participate in the ESPP purchased 297,674 and 698,105 shares of common stock under the 2022 ESPP, respectively, resulting in cash proceeds to the Company of $0.7 million and $ 1.5 million, respectively.

The purchase price was $ 2.07 and $2.24, each representing a 15 % discount to the fair market value in March 2025 and September 2025, respectively.

As of September 30, 2025, the Company had 1,242,467 remaining authorized shares available for purchase.

For the three and nine months ended September 30, 2024, employees who elected to participate in the ESPP purchased 408,326 and 801,465 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $0.9 million and $2.7 million, respectively.

The purchase price was $4.55 and $2.19, each representing a 15 % discount to the fair market value in March 2024 and September 2024, respectively.

During the three and nine months ended September 30, 2025, the Company recognized $ 0.1 million and $0.6 million of stock-based compensation expense for the 2022 ESPP, respectively.

During the three and nine months ended September 30, 2024, the Company recognized $0.4 million and $1.5 million of stock-based compensation expense for the 2022 ESPP, respectively.

Other Share Awards

On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the stock of VDDTECH srl, a private Belgian company (“VDDTech”) for approximately $1.9 million in cash and stock.

Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to time based vesting and issued approximately 151,000 restricted shares that are subject to time and performance based vesting over the next four and three years, respectively.

These restricted shares are subject to certain individuals maintaining employment with the Company and, therefore, are accounted for under ASC 718.

During the three months ended September 30, 2025, the Company recorded no compensation expense related to these shares.

During the nine months ended September 30, 2025, the Company recorded $0.2 million to stock-based compensation expense related to 150,622 shares that vested upon employee separation.

No additional compensation cost was recognized beyond the second quarter of 2025.

The Company recognized $0.1 million and $0.4 million of stock-based compensation expense related to the vesting of these shares during the three and nine months ended September 30, 2024, respectively.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2022 Employee Stock Purchase Plan

Under the Company’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), eligible employees are granted the right to purchase shares of common stock at the lower of 85 % of the fair value at the time of offering or 85 % of the fair value at the time of purchase, generally over a six-month period.

For the three months ended March 31, 2026 and 2025, employees who elected to participate in the ESPP purchased 168,363 and 400,431 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $ 0.8 million and $ 0.8 million, respectively.

The purchase price was $ 4.71 and $ 2.07 , representing a 15 % discount to the fair market value in March 2026 and March 2025, respectively.

As of March 31, 2026, the Company had 1,074,104 remaining authorized shares available for purchase.

During the three months ended March 31, 2026 and 2025, the Company recognized $ 0.2 million and $ 0.3 million of stock-based compensation expense for the 2022 ESPP, respectively.

Unvested Earnout Shares

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While the payout of these shares requires achievement of share price targets based on the volume weighted average price of the Company’s common stock, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares.

As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $ 19.1 million or $ 11.52 per share.

The Company recognized $ 0.1 million of stock-based compensation expense related to forfeitures during both the three and nine months ended September 30, 2025 and $0.0 million and $0.2 million during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, there was no remaining compensation cost related to unvested earnout shares, except for forfeitures.

As a result, these unvested earnout shares are equity-classified awards and have an aggregated grant date fair value of $ 19.1 million or $ 11.52 per share.

The Company recognized $ 0.0 million of stock-based compensation expense related to forfeitures during each of the three months ended March 31, 2026 and 2025.

As of March 31, 2026, there was no remaining compensation cost related to unvested earnout shares, except for forfeitures.

Refer to Note 11 - “Earnout Liability”.

EARNOUT LIABILITY

Certain of the Company’s stockholders are entitled to receive up to an aggregate of 10,000,000 “earnout shares” of the Company’s Class A common stock if earnout milestones are met.

The earnout milestones represent three independent criteria, each of which entitles the eligible stockholders to 3,333,333 aggregate earn-out shares if the milestone is met.

The earnout liability is remeasured at the end of each reporting period.

The change in fair value of the earnout liability is recorded as part of other income (expense), net in the condensed consolidated statements of operations.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations of the future path of the Company’s stock price over the earnout period.

1 unchanged sentence

The valuation model utilized the following assumptions:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Risk-free interest rate

1 unchanged sentence

Equity volatility rate

As of September 30, 2025 and December 31, 2024, the earnout liability had a fair value of $ 30.9 million and $ 10.2 million, respectively, which resulted in a loss in the fair value of the earnout liability of $( 0.8 ) million and $(20.7) million for the three and nine months ended September 30, 2025.

As of September 30, 2024, the earnout liability had a fair value of $3.9 million, which resulted in a gain in the fair value of the earnout liability of $9.2 million and $42.9 million for the three and nine months ended September 30, 2024, respectively.

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

Customer Concentration

A majority of the Company’s revenues are attributable to sales of the Company’s products to distributors of electronic components.

These distributors sell the Company’s products to a range of end users, including OEMs and merchant power supply manufacturers.

The following customers represented 10% or more of the Company’s net revenues for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

Customer 2025 2024 2025 2024

Distributor A * 54 % * 60 %

Distributor B

51 % * 51 % *

Distributor C

14 % * 11 % *

Revenues by Geographic Area

Revenues for the three and nine months ended September 30, 2025 and 2024 were attributable to the following regions:

Three Months Ended September 30, Nine Months Ended September 30,

Region 2025 2024 2025 2024

Hong Kong 54 % 67 % 57 % 71 %

Rest of Asia 25 16 21 13

China 10 3 10 3

United States 7 10 9 9

Europe 4 4 3 4

Total 100 % 100 % 100 % 100 %

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consisted principally of cash, cash equivalents and trade receivables.

The Company maintains its cash and cash equivalents with high-credit quality financial institutions.

At times, such amounts may exceed federally insured limits.

The Company has not experienced any losses on cash or cash equivalents held at financial institutions.

The Company does not have any off-balance-sheet credit exposure related to its customers.

The following customers represented 10% or more of the Company’s accounts receivable.

Customer September 30, 2025 December 31, 2024

Distributor A 48 % *

Distributor B

*Customer accounts receivable represented less than 10% of total accounts receivable.

Concentration of Supplier Risk

The Company currently relies on a single foundry to produce wafers for GaN ICs and a separate single foundry to produce wafers for SiC MOSFETs.

Loss of the relationship with either of these suppliers could have a substantial negative effect on the Company.

Additionally, the Company relies on a limited number of third-party subcontractors and suppliers for testing, packaging and certain other tasks.

Disruption or termination of supply sources or subcontractors, including due to pandemics or natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company.

Although there are generally alternate sources for these materials and services, qualification of the alternate sources could cause delays sufficient to have a material adverse effect on the Company.

A significant amount of the Company’s third-party subcontractors and suppliers, including the third-party foundry that supplies wafers for GaN ICs, are located in Taiwan.

A significant amount of the Company’s assembly and test operations are conducted by third-party contractors in Taiwan and the Philippines.

On July 1, 2025, the Company announced that its sole supplier of GaN wafers, Taiwan Semiconductor Manufacturing Company Limited (“TSMC”), plans to cease GaN production in July 2027.

To mitigate this risk, the Company is expanding its collaboration with Powerchip Semiconductor Manufacturing Corporation (“Powerchip”), with initial device qualification expected in the fourth quarter of 2025 and mass production targeted for the first half of 2026.

The Company is also evaluating additional suppliers to enhance supply chain resilience.

The Company previously entered into an agreement to purchase raw materials from a supplier from September 29, 2022, through December 31, 2025, and made a $ 2.0 million deposit to be received as invoice credits toward future purchases.

Although the Company was not obligated to purchase from this supplier, failure to meet the minimum purchase requirements could result in forfeiture of all or a portion of the deposit.

As of December 31, 2024, the Company determined that it would not meet the minimum purchase requirements and, accordingly, wrote off the $ 2.0 million deposit as a research and development expense for the year ended December 31, 2024.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NET LOSS PER SHARE:

Under the two-class method, earnings are allocated to each class of common stock and participating security as if all of the earnings for the period had been distributed.

As the Company incurred net losses during three and nine months ended September 30, 2025 and 2024 and these securities are not contractually required to fund the Company’s losses, there is no allocation to the participating securities in the years presented.

Diluted earnings per share are calculated by dividing net income (loss) by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period.

Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding restricted stock units and restricted stock awards, and the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method.

Performance-based restricted stock units and restricted stock awards are included in the number of shares used to calculate diluted earnings per share after evaluating the applicable performance criteria as of period end and under the assumption the end of the reporting period was the end of the contingency period, and the effect is dilutive.

The Company has no plans to declare dividends.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Weighted-average common shares - basic common stock 212,681 184,672 199,931 182,551

Stock options and other dilutive awards — — — —

Weighted-average common shares - diluted common stock 212,681 184,672 199,931 182,551

Shares excluded from diluted weighted-average shares:

Dilutive shares excluded ¹ 4,268 3,584 2,572 4,658

¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested restricted stock units, ESPP shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share for the three and nine months ended September 30, 2025 and 2024.

As of September 30, 2025, the Company did not exclude any restricted stock awards from the diluted weighted average share count, as the individuals associated with those awards are no longer employed by the Company.

As of September 30, 2024, the Company excluded an immaterial amount of restricted stock awards from the diluted weighted average share count as their performance conditions have not been achieved.

As of September 30, 2025 and 2024, the Company excluded 10.0 million Earnout shares from the diluted weighted average share count as their performance and/or market conditions have not been achieved.

As of September 30, 2025, there have been no LTIP options excluded from the diluted weighted average share count as these options have all been forfeited.

As of September 30, 2024, 8.8 million LTIP options have been excluded from the diluted weighted average share count as their performance and/or market conditions have not been achieved.

As of September 30, 2025, the Company exclu ded 1.3 million of o utstanding Class A common stock from basic and diluted weighted average share count as shares are subject to forfeiture based on market conditions that have not been achieved.

These requirements are consistent with the Earnout Milestones noted in Note 10 - “Earnout Liability” with each milestone tied to 421,000 shares.

Each Earnout Milestone is considered met if at any time between March 18, 2022 (150 days following the Business Combination) and October 19, 2026, the volume-weighted average price of the Company’s Class A common stock is greater than or equal to $ 12.50 , $ 17.00 or $ 20.00 for any twenty trading days within any thirty trading day period, respectively.

These shares are participating securities with the same voting and dividend rights as the Company’s other Class A common stock.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026 and December 31, 2025, the earnout liability had fair values of $ 30.5 million and $ 22.6 million, respectively.

The change in value resulted in a loss of $ 7.9 million for the three months ended March 31, 2026, compared to a gain of $ 8.1 million for the three months ended March 31, 2025.

PROVISION FOR INCOME TAXES

The Company determined the income tax provision for interim periods using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising during the quarter.

The Company’s effective tax rate for the three and nine months ended September 30, 2025 was 0.1% and (0.1)%, respectively.

The Company’s effective tax rate for the three and nine months ended September 30, 2024 was (0.7)% and (0.6)%, respectively.

The effective tax rate for 2025 differs from the prior year primarily as a result of tax expenses in foreign jurisdictions, which were not impacted by the valuation allowance.

The Company’s effective tax rates for the three months ended March 31, 2026 and 2025 were ( 0.2 )% and ( 0.5 )%, respectively.

In each quarter, the Company updates its estimated annual effective tax rate, and if the estimated annual effective tax rate changes, a cumulative adjustment is recorded in that quarter.

The Company's quarterly income tax provision and quarterly estimate of the annual effective tax rate are subject to volatility due to several factors, including the Company’s ability to accurately predict the proportion of the Company’s loss before provision for income taxes in multiple jurisdictions, the tax effects of the Company’s stock-based compensation, and the effects of its foreign entities.

The Company had no unrecognized tax benefits for the three and nine months ended September 30, 2025 and 2024.

The Company recognizes interest and penalties related to unrecognized tax benefits in operating expenses.

No such interest and penalties were recognized during the three and nine months ended September 30, 2025 and 2024.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company had no unrecognized tax benefits, and no related interest or penalties were recognized, during the three months ended March 31, 2026 and 2025.

SEGMENT INFORMATION

Navitas operates as a single operating segment under ASC 280 - Segment Reporting, which establishes requirements for public entities to disclose financial information about operating segments.

Under ASC 280, an operating segment is defined as a component of a company that generates revenue and expenses, has discrete financial data available, and is regularly reviewed by the Chief Operating Decision Maker (CODM) to assess performance and allocate resources.

The Company's CEO, Chris Allexandre, serves as the CODM, overseeing financial performance and making resource allocation decisions at a consolidated level.

The CODM primarily evaluates consolidated net income (loss) as the measure of segment profit or loss.

While product-level data is available internally, it is not used for performance evaluation or resource allocation.

Additionally, the CODM reviews detailed breakdowns of significant expenses, such as selling, general, and administrative (SG&A) expenses and research and development (R&D) costs, which are already disclosed in the income statement.

The CODM also utilizes the Company’s consolidated budget, consolidated forecast models as a key input to resource allocation and assess performance of the business, and monitors budget versus actual results on a consolidated basis.

The CODM does not review any measures of financial results beyond what is presented in the accompanying statement of operations.

As of March 31, 2026, the Company operates in a single operating and reportable segment.

The following table sets forth the Company’s revenue, cost of revenues, total operating expenses, and net income by its single operating and reportable segment:

Three Months Ended March 31,

Net revenues $ 8,598 $ 14,018

Cost of revenues (exclusive of amortization of intangibles)

Total operating expenses (inclusive of amortization of intangibles) 31,003 30,611

Net loss (33,785) (16,829)

COMMITMENTS AND CONTINGENCIES

Purchase Obligations

At September 30, 2025, the Company had non-cancellable contractual agreements that were due beyond one year related to the Company’s lease obligations, see Note 8 - “Leases”.

In December 2024, the Company entered into an agreement with a vendor for the purchase of equipment wherein the Company will make quarterly installment payments of $ 0.8 million during 2026.

The $ 0.7 million present value of these payments is included within 'Noncurrent liabilities' in the Condensed Consolidated Balance Sheets, while the first three payments of $2.3 million , due within one year, are recorded within accounts payable and other accrued expenses as of September 30, 2025.

The $ 2.8 million present value of payments is reflected within noncurrent liabilities at December 31, 2024 in the Condensed Consolidated Balance Sheets.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Indemnification

The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (“DSAs”).

Each DSA contains the relevant terms of the contractual arrangement with the distributor, and generally includes certain provisions for indemnifying the distributor against losses, expenses, and liabilities from damages that may be awarded against the distributor in the event the Company’s products are found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party (Customer Indemnification).

The DSA generally limits the scope of and remedies for the Customer Indemnification obligations in a variety of industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to replace an infringing product.

The Company also, from time to time, has granted a specific indemnification right to individual customers.

The Company believes its internal development processes and other policies and practices limit its exposure related to such indemnifications.

In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company.

To date, the Company has not had to reimburse any of its distributors or end customers for any losses related to these indemnifications and no material claims were outstanding as of September 30, 2025.

For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnifications.

Release and license agreement

In March 2023, the Company entered into a Release and License Agreement (the “Agreement”) with a university.

The Agreement stipulates the Company pay the university a total of $ 1.0 million over a period of three years , with the final payment by March 1, 2026.

The Agreement licenses the Company to sell certain products covered by a patent owned by the university, subject to the Company paying a royalty fee on revenues from covered products sold during the term.

Based on an indemnity agreement entered into in connection with the Company’s acquisition of GeneSiC Semiconductor Inc.

in August 2022, the Company expects to be indemnified by the sellers in that transaction for the royalty amounts up to approximately $ 1.0 million.

The total amount of accrued royalty was $ 2.0 million included in “Accounts payable and other accrued expenses” and $ 1.8 million and is included in “Accounts payable and other accrued expenses” and “Noncurrent liabilities” as of September 30, 2025 and December 31, 2024, respectively.

As of March 31, 2026, the Company had non-cancellable contractual agreements that were due beyond one year related to the Company’s lease obligations, see Note 9 - “Leases”.

In December 2024, the Company entered into an agreement with a vendor for the purchase of equipment wherein the Company will make quarterly installment payment s of $ 0.8 million during 2026.

As of March 31, 2026 and December 31, 2025, $2.3 million and $3.2 million is recorded within accounts payable and other accrued expenses, respectively.

Legal proceedings and contingencies

From time to time in the ordinary course of business, the Company may become involved in lawsuits, or end customers, distributors, suppliers or other third parties may make claims against the Company.

The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company records a provision when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company is not currently subject to any pending actions or regulatory proceedings that either individually or in the aggregate are expected to have a material impact on its condensed consolidated financial statements.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

Related Party Investment

During the third quarter of 2022, Navitas ma de a $1.5 million inv estment in preferred interests of an entity under common control with the Company’s partner in a joint venture.

During the first quarter of 2023 the Company made an additional investment of $1.0 million in the entity.

During 2022 and 2023, Navitas invested an aggregate $ 2.5 million in preferred interests of an entity under common control with the Company’s joint venture partner.

The investment was accounted fo r as an equity investment under ASC 321 Investments - Equity Securities.

1 unchanged sentence

In October 2024, the Company began accounting for this investment under the equity method in accordance with ASC 323.

The Company revalued its investment to its fair value of $5.55 per share during the fourth quarter of 2024.

The Company recorded its share of losses for the three and nine months ended September 30, 2025 , resulting in a net loss of $ 0.3 million and $0.8 million, respectively, which was recorded in “Equity method investment loss” on the Statements of Operations.

The investment was $ 8.1 million and $ 8.9 million as of September 30, 2025 an d December 31, 2024, resp ectively, and is included in Other Assets in the Condensed Consolidated Balance Sheets.

Related Party Leases

The Company leases certain property from the family member of a senior executive of the Company, which expired in March 2024, and was a month-to-month lease through December 2024, and then was terminated.

During the three and nine months ended September 30, 2024, the Co mpany paid an immaterial amount in rental payments.

These payments were made at standard market rates in the ordinary course of business.

There was no rent obligation as of September 30, 2025 .

The Company leases certain property from an entity that is owned by an executive of the Company, which expired in September 2023, and was on a month-to-month lease through May 2024, and then was terminated.

During the three months ended September 30, 2024, the Company made no rental payments in relation to this lease.

During the nine months ended September 30, 2024, the Company paid an immaterial a mount in rental payments in relation to this lease.

These payments were made at standard market rates in the ordinary course of business.

There was no rent obligation as of September 30, 2025 .

RESTRUCTURING

On October 15, 2024, the Company announced a cost-reduction plan (“2024 Restructuring Plan”) to streamline the organization with increased focus on artificial intelligence data centers, new energy sectors, which include EV, renewables, and energy storage and mobile applications, accelerating the Company’s path to profitability.

The 2024 Restructuring Plan includes a reduction in headcount with the majority of the costs consisting of employee severance and benefits.

The Company incurred $ 1.2 million in the fourth quarter of 2024 related to this plan.

An immaterial amount of restructuring-related liabilities under the 2024 Restructuring Plan remain and are reported under Accounts payable and other accrued expenses on the Company’s Condensed Consolidated Balance Sheets.

On January 20, 2025, the Company announced an additional cost-reduction plan (“2025 Restructuring Plan”) aimed at further streamlining operations and enhancing its focus on artificial intelligence data centers, EV, and mobile applications.

The plan included a 19% reduction in workforce, with most associated costs related to severance and stock-based compensation.

The Company incurred no restructuring costs related to this plan for the three months ended September 30, 2025 and $ 1.5 million for the nine months ended September 30, 2025.

As of September 30, 2025, restructuring-related liabilities under the 2025 Restructuring Plan remain immaterial and are reported under Accounts payable and other accrued expenses on the Company’s Condensed Consolidated Balance Sheets.

A summary of the balance sheet activity related to the combined 2024 and 2025 Restructuring Plans is as follows (in thousands):

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Amounts accrued as of December 31, 2024 Costs Incurred Cash Payments Adjustment Amounts accrued as of September 30, 2025

Employee Severance and Benefits $ 511 $ 1,469 $ ( 1,884 ) $ (93) $ 3

Other 6 — ( 6 ) — —

$ 517 $ 1,469 $ ( 1,890 ) $ (93) $ 3

SUBSEQUENT EVENTS

The Company evaluated material subsequent events from the condensed consolidated balance sheet date of September 30, 2025, through November 3, 2025, the date the condensed consolidated financial statements were issued.

There were no material subsequent events as of November 3, 2025.

We recorded our share of losses for the three months ended March 31, 2025, resulting in a net loss of $ 0.3 million, which was recorded in “Equity method investment gain (loss)” on the Statements of Operations.

Effective January 1, 2026, the Company determined this is no longer a related party and it no longer had significant influence over the investee due to the loss of board representation and, accordingly, discontinued the equity method of accounting.

The investment is now accounted for as an equity investment under ASC 321 at cost, less any impairment, adjusted for observable price changes.

The investment was $ 7.8 million as of March 31, 2026, and is included in Other Assets in the condensed consolidated balance sheets.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements