What changed in this filing

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Item 1. Financial Statements

2026-07-27 compared with 2026-05-05 · 187 added, 139 removed, 340 unchanged (49% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(In thousands, except shares and par value) June 30, 2026 December 31, 2025

Current assets

Cash and cash equivalents $ 557,409 $ 236,857

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

Accounts receivable, net of allowance of $ 251 as of June 30, 2026 and $ 468 as of December 31, 2025

Inventories 19,510 13,283

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Stockholders' equity

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

Class A common stock, $ 0.0001 par value, 740,000,000 shares authorized as of June 30, 2026 and December 31, 2025, and 261,080,388 and 230,525,464 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized as of June 30, 2026 and December 31, 2025, and 0 shares issued and outstanding at both June 30, 2026 and December 31, 2025

Additional paid-in capital 1,565,135 945,381

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(In thousands, except per share amounts) 2026 2025 2026 2025

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Dividend income 1,827 647 3,515 1,391

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

Loss from change in fair value of earnout liabilities ( 203,068 ) ( 27,964 ) ( 210,981 ) ( 19,851 )

Other income 10 37 20 55

14 unchanged sentences

Stockholders' Equity

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

SIX MONTHS ENDED JUNE 30, 2026 Class A common stock Additional

capital Accumulated

7 unchanged sentences

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 1,953 $ — $ 1 $ — $ — $ 1

Shares issued in connection with the At-the-market offering 17,397 2 380,729 — — 380,731

Costs for the issuance of common stock for the At-the-market offering — — ( 7,566 ) — — ( 7,566 )

Stock-based compensation expense related to employee and non-employee stock awards — — 6,553 — — 6,553

Share activity in connection with Earnout settlement 9,726 ( 2 ) 229,864 229,862

Net loss — — — ( 228,218 ) — ( 228,218 )

BALANCE AT JUNE 30, 2026 261,081 $ 26 $ 1,565,135 $ ( 763,742 ) $ ( 7 ) $ 801,412

Stockholders' Equity

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

SIX MONTHS ENDED JUNE 30, 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 )

Costs for the issuance of common stock for the 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 1,540 $ — $ 889 $ — $ — $ 889

Shares issued in connection with the At-the-market offering 19,781 2 99,998 — — 100,000

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

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

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2026 2025

8 unchanged sentences

Loss from equity method investment — 505

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

Loss on disposition of property and equipment 8 8

Loss from change in fair value of earnout liability 210,981 19,851

Deferred income taxes — ( 35 )

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Operating lease liability ( 862 ) ( 825 )

Deferred revenue ( 185 ) —

Net cash used in operating activities ( 48,348 ) ( 24,765 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from disposition of property and equipment — 46

Investment purchases ( 1,428 ) —

Purchases of property and equipment ( 615 ) ( 720 )

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CASH FLOWS FROM FINANCING ACTIVITIES:

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

Proceeds from the issuance of shares in the At-the-market offerings 380,731 100,000

Costs for the issuance of common stock for the At-the-market offering ( 7,566 ) ( 3,250 )

Proceeds from issuance of common stock in connection with stock option exercises 12 1,023

Proceeds from employee stock purchase plan 793 818

Settlement of earnout shares ( 3,750 ) —

Payments on finance lease obligations ( 158 ) ( 51 )

Net cash provided by financing activities 370,061 98,540

NET INCREASE (DECREASE) IN CASH ( 15,232 ) ( 12,625 )

NET INCREASE IN CASH 319,670 73,101

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 238,602 88,240

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Capital expenditures in accounts payable $ 111 $ 267

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Shares issued in connection with Earnout Settlement $ 229,862 $ —

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

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

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.

There were no outstanding Class B shares as of June 30, 2026 and December 31, 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 June 30, 2026 and December 31, 2025.

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

Execution of At-The-Market Sales Agreements

On May 11, 2026, the Company filed a shelf registration statement on Form S-3ASR and entered into a Sales Agreement with Craig-Hallum Capital Group LLC and UBS Securities LLC as sales agents, pursuant to which the Company may offer and sell shares of its Class A common stock from time to time in an “at the market” (“ATM”) offering program.

During the three and six months ended June 30, 2026, the Company completed sales of approximately 6.5 million shares of Class A common stock under this ATM program, resulting in gross proceeds of approximately $125 million and offering-related costs of approximately $2.5 million.

The Sales Agreement terminated in accordance with its terms on May 12, 2026, following the sale of shares of the Company’s Class A common stock constituting the maximum aggregate offering amount of $ 125.0 million.

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

333-295754), the prospectus included therein, and the prospectus supplement filed with the SEC on May 11, 2026.

On June 8, 2026, the Company filed a second automatic shelf registration statement on Form S-3ASR and entered into a new Sales Agreement with UBS Securities LLC, Morgan Stanley & Co.

LLC and Needham & Company, LLC as sales agents, pursuant to which the Company may offer and sell shares of its Class A common stock from time to time in an ATM offering program.

Under the related prospectus supplement, the Company may offer and sell shares having an aggregate offering price of up to $ 500.0 million.

During the three and six months ended June 30, 2026, the Company completed sales of approximately 10.9 million shares of Class A common stock under this ATM program, resulting in gross proceeds of approximately $255.8 million and offering-related costs of approximately $5.0 million.

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

333-296576), the prospectus included therein, and the prospectus supplement filed with the SEC on June 8, 2026.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation and Use of Estimates

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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.

Certain prior period amounts have been reclassified to conform to the current period present ation for the three and six months ended June 30, 2026.

Eq uipment 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.

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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 November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures , which mandates enhanced disclosure of specific costs and expenses within the notes to the financial statements.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

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 currently evaluating the extent of the additional disclosures required.

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

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ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted.

The adoption of this guidance will result in additional disclosures within the notes to the Company's consolidated financial statements but will not affect the Company's consolidated financial position, results of operations, or cash flows.

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

In November 2024, the FASB issued ASU No.

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which mandates enhanced disclosure of specific costs and expenses within the notes to the financial statements.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

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, thus there was no impact related to adoption of this standard.

Recently Adopted Accounting Pronouncements

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.

Such exclusions were made because they either do not apply to the Company or are not anticipated to materially impact the condensed consolidated financial statements.

NAVITAS SEMICONDUCTOR CORPORATION

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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.

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during the period.

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

The Company has no plans to declare dividends.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

2026 2025 2026 2025

Weighted-average common shares - basic common stock 240,643 198,956 235,874 193,462

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Dilutive shares excluded ¹ 5,615 1,694 5,224 1,551

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

¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested restricted stock units, and 2022 ESPP (as defined below) 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 six months ended June 30, 2026 and 2025.

As of June 30, 2026, there were no earnout shares or sponsor earnout shares excluded from diluted weighted-average common shares based on performance, market or forfeiture conditions.

The Company’s earnout obligations were settled during the three months ended June 30, 2026, and no earnout liability remained outstanding as of June 30, 2026.

See Note 11 - “Earnout Liability.” As of June 30, 2025, the Company excluded 10.0 million earnout shares, 3.3 million LTIP options, and 1.3 million sponsor earnout shares subject to forfeiture from the diluted weighted-average share count because the applicable performance and/or market conditions had not been achieved.

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

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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,

The following customers represented 10% or more of the Company’s net revenues for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

Customer 2026 2025 2026 2025

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Distributor B

Distributor C

* 54 % * 53 %

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,

Revenues for the three and six months ended June 30, 2026 and 2025 were attributable to the following regions:

Three Months Ended June 30, Six Months Ended June 30,

Region 2026 2025 2026 2025

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Europe 2 1 2 1

All others — — 421 3

Total 100 % 100 % 100 % 100 %

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

Customer March 31, 2026 December 31, 2025

Customer June 30, 2026 December 31, 2025

Distributor A $ 2,457 50 % $ 860 26 %

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733 15 % 100 *

Distributor D 608 12 % 428 13 %

* 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 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 are non-interest-bearing and stated net of an allowance for expected lifetime credit losses, as detailed in our annual report on Form 10-K for the year ended December 31, 2025.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accounts receivable, gross $ 4,963 $ 3,352

2 unchanged sentences

Accounts receivable, net $ 4,767 $ 3,621

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Allowance for credit losses activity (in thousands):

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Recovery of prior accounts written off 216

Balance at March 31, 2026 $ ( 468 )

Balance at June 30, 2026 $ ( 251 )

Inventories consist of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Raw materials

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

March 31, 2026 December 31, 2025 Useful Life

June 30, 2026 December 31, 2025 Useful Life

Furniture and fixtures $ 351 $ 295 3 — 7 years

4 unchanged sentences

Total $ 8,570 $ 9,779

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

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.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

March 31, 2026

December 31, 2025

June 30, 2026 December 31, 2025

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

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

March 31, 2026 December 31, 2025

June 30, 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 ( 51,574 ) 3,103 54,677 ( 44,741 ) 9,936

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Non-Competition Agreements 1,900 ( 1,473 ) 427 1,900 ( 1,283 ) 617

Other 658 ( 658 ) — 658 ( 658 ) —

Total $ 115,777 $ ( 71,987 ) $ 43,790 $ 115,777 $ ( 62,519 ) $ 53,258

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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.

No restructuring-related liabilities under the 2025 Restructuring Plan remain as of June 30, 2026.

During the three and six months ended June 30, 2025, the Company incurred $ 0 million and $ 1.5 million, respectively 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.

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

As of June 30, 2026, the actions under the Restructuring Plan were substantially complete, with remaining costs expected to be recognized by the end of fiscal year 2026.

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

Amounts accrued as of December 31, 2025 Cost Incurred Cash Payments Non-Cash Adjustments Amounts accrued as of June 30, 2026

Employee Severance and Benefits $ 982 $ 10 $ ( 992 ) $ — $ —

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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,

Six Months Ended June 30,

Operating Leases 2026 2025

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Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,539 $ 137

Three Months Ended March 31,

Six Months Ended June 30,

Finance Lease 2026 2025

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating lease expense $ 1,304 $ 516 $ 1,837 $ 1,062

Finance lease amortization

$ 82 $ 55 $ 164 $ 55

Finance lease interest expense $ 8 $ 8 $ 17 $ 8

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2027 1,732 295

2028 1,479 29

Thereafter 19 —

Less imputed interest ( 295 ) ( 27 )

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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,

The following table summarizes the stock-based compensation expense recognized for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of goods sold $ 82 $ 71 $ 200 $ 107

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plus (c) an annual increase, effective as of the first day of each fiscal year up to and including January 1, 2031, equal to the lesser of (i) 4 % of the number of shares of Common Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) su ch amount, if any, as the board of directors may determine.

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

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

As of June 30, 2026 the Company has 1,337,494 non-sta tutory stock options outstanding under the 2021 Plan.

Stock Options

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

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.

1 unchanged sentence

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:

A summary of stock options outstanding, and activity during the three and six months then ended, is presented below:

Stock Options Shares

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Outstanding at December 31, 2025 100 $ 0.72 3.5

( 10 ) $ 1.06 —

Outstanding at March 31, 2026 848 $ 7.97 9.2

Granted 545 $ 9.17 —

Exercised ( 1 ) $ 1.06 —

Outstanding at March 31, 2026 848 $ 7.97 9.2

Vested and Exercisable at March 31, 2026 89 0.68 `

Forfeited or expired ( 55 ) $ 9.00 —

Outstanding at June 30, 2026 1,337 $ 8.35 9.3

Vested and Exercisable at June 30, 2026 89 $ 0.68 2.8

Restricted Stock Units

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

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

A summary of RSUs outstanding as of June 30, 2026 , and activity during the six months then ended, is presented below:

Restricted Stock Unit Awards Shares

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Outstanding at March 31, 2026 9,567 $ 7.04

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

( 1,952 ) 5.16

Outstanding at June 30, 2026 7,751 $ 8.35

As of June 30, 2026, unrecognized compensation cost related to unvested RSU awards expected to be recognized totaled $ 51.8 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 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 2027.

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.

As of June 30, 2026, the Company accrued $3.3 million for its 2026 annual bonus, which is expected to be settled in the first quarter of 2027 through the issuance of shares.

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

NAVITAS SEMICONDUCTOR CORPORATION

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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.

For the three and six months ended June 30, 2026, employees who elected to participate in the 2022 ESPP purchased 168,363 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $ 0.8 million.

For the three and six months ended June 30, 2025, employees who elected to participate in the 2022 ESPP purchased 400,431 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $ 0.8 million.

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

A portion of the earnout shares may be issued to individuals with unvested equity awards.

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 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”.

As of June 30, 2026, the Company had 1,074,104 remaining authorized shares available for purchase.

During the three and six months ended June 30, 2026 the Company recognized $ 0.2 million and $ 0.4 million of stock-based compensation expense for the 2022 ESPP, respectively.

EARNOUT LIABILITY

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.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate.

The valuation model utilized the following assumptions:

March 31, 2026 December 31, 2025

Risk-free interest rate

3.72 % 3.52 %

Equity volatility rate

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.

Certain former stockholders of Legacy Navitas (as defined below) and certain other persons were entitled to receive an aggregate of up to 10.0 million "earnout shares" of the Company's Class A common stock upon the achievement of certain earnout milestones as specifically described in the Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), dated as of May 6, 2021, by and among the Company’s predecessor entity (then named Live Oak Acquisition Corp.

II), Live Oak Merger Sub Inc.

and Navitas Semiconductor Limited, including as domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC (“Legacy Navitas”).

The earnout milestones represented three independent criteria, each of which entitled the eligible stockholders to up to approximately 3.3 million aggregate earnout shares upon achievement of the applicable milestone, respectively.

For additional information regarding the earnout arrangement and the earnout milestones, see Note 11, "Earnout Liability," to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2025.

The earnout obligation was primarily liability-classified.

The earnout liability was initially recognized at fair value at the closing of the series of related transactions pursuant to which the predecessor entity of the Company acquired all of the equity interests of Legacy Navitas (the “Business Combination”) in October 2021 and was remeasured at fair value at the end of each subsequent reporting period, with changes in fair value recorded in other income (expense), net, in the condensed consolidated statements of operations.

A portion of the earnout shares associated with holders subject to continuing service requirements was equity-classified and accounted for as stock-based compensation (see Note 10, "Stock-based Compensation," to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2025).

During the three months ended June 30, 2026, all three earnout triggering events were achieved.

Triggering Event I, Triggering Event II, and Triggering Event III (each, as defined in the Business Combination Agreement) were achieved on May 15, 2026, May 29, 2026, and June 11, 2026, respectively.

The Company remeasured the earnout liability through each applicable trigger date and recognized the resulting changes in fair value in other income (expense), net.

The change in fair value of the earnout liability was recorded as a loss of approximately $203.1 million and $211.0 million for the three and six months ended June 30, 2026, respectively.

The earnout obligations were settled primarily through the issuance of an aggregate of 9.8 million shares of Class A common stock across Triggering Event I, Triggering Event II, and Triggering Event III.

As of June 30, 2026, all earnout obligations had been settled and no earnout liability remained outstanding.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Six Months Ended June 30, 2026

Earnout liability as of December 31, 2025 22,632

Change in fair value of earnout liability 210,981

Settlement of earnout liability ( 233,613 )

Earnout liability as of June 30, 2026 $ —

Sponsor Earnout Shares

As previously disclosed, on May 18, 2026, the Company entered into a Settlement, Release and Amendment Agreement with Live Oak Sponsor Partners II, LLC (“Live Oak Sponsor”) to resolve disputes related to the calculation and vesting of certain sponsor earnout shares issued under the Sponsor Letter Agreement entered into in 2021 in connection with the Business Combination.

Pursuant to the agreement, the Company released approximately 0.7 million sponsor earnout shares from vesting, forfeiture and transfer restrictions, approximately 0.4 million sponsor earnout shares were acknowledged as previously earned, and approximately 0.1 million sponsor earnout shares were forfeited by Live Oak Sponsor and cancelled.

The sponsor earnout shares were issued at the time of the Business Combination and were subject to vesting restrictions based on certain triggering events described in the Sponsor Letter Agreement.

The sponsor earnout shares subject to the settlement were issued under the Sponsor Letter Agreement and are separate from the Business Combination earnout arrangement described above.

The Company accounted for the sponsor earnout share settlement within stockholders’ equity, with no gain, loss, or other impact on the condensed consolidated statements of operations.

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 rates for the three months ended March 31, 2026 and 2025 were ( 0.2 )% and ( 0.5 )%, respectively.

The Company’s effective tax rates for the three and six months ended June 30, 2026 were ( 0.03 )% and ( 0.05 )%, respectively.

The Company’s effective tax rates for the three and six months ended June 30, 2025 were ( 0.11 )% and ( 0.20 )%, 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, and no related interest or penalties were recognized, during the three and six months ended June 30, 2026 and 2025.

SEGMENT INFORMATION

As of June 30, 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 loss by its single operating and reportable segment:

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

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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net revenues $ 10,529 $ 14,490 $ 19,127 $ 28,508

Cost of revenues (exclusive of amortization of intangibles)

6,451 12,162 11,813 20,873

Total operating expenses (inclusive of amortization of intangibles) 31,268 23,981 62,271 54,592

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Purchase Obligations

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”.

As of June 30, 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 $ 0.9 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.

As of June 30, 2026 and December 31, 2025, $1.4 million and $ 3.2 million were 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.

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

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.

Except as described below, 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.

On or about July 7, 2026, Wolfspeed filed a patent infringement lawsuit in the United States District Court for the District of Delaware against the Company and several of its affiliates.

The lawsuit alleges that certain Navitas GaN and SiC products infringe multiple Wolfspeed patents, including U.S.

8,169,005, 10,998,418, 10,886,396, 10,749,443, and 11,888,392 and seeks monetary damages, injunctive relief and other relief.

The products against which Wolfspeed is asserting one or more of its patents include the Company’s GaNFast® products (e.g., models NV6115 and NV6512C), GaNSlim™ products, GaNSafe® products, and GaN FET products, as well as its GeneSiC™ MOSFET products and SiCPAK™ Module products.

The Company will vigorously defend itself against this lawsuit, but patent litigation is costly and outcomes are uncertain.

An adverse result could have a material adverse effect on the Company’s business and even if the Company prevails in the litigation, doing so may be costly and time consuming and may divert management’s attention from its business.

The Company has not recorded a liability for this matter.

Given the preliminary stage of the proceeding, the Company is unable to estimate the reasonably possible loss or range of loss, if any.

NAVITAS SEMICONDUCTOR CORPORATION

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Related Party Investment

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.

In accordance with ASC 321, the Company elected to use the measurement alternative to measure such investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any.

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

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.

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

In October 2024, the Company began accounting for this investment under the equity method in accordance with ASC 323 and recorded our share of losses of approximately $ 0.2 million and $ 0.5 million during the three and six months ended June 30, 2025, respectively, which were included in “Equity method investment gain (loss)” in the condensed consolidated statements of operations.

Effective January 1, 2026, the Company determined it no longer had significant influence over this investee due to the loss of board representation and, accordingly, discontinued application of the equity method and now accounts for the investment under ASC 321 at cost, adjusted for observable price changes.

During the three months ended June 30, 2026 , the Company also invested $ 1.4 million in preferred equity interests of a separate entity.

These investments are accounted for as equity investments under ASC 321, Investments – Equity Securities, using the measurement alternative.

As of June 30, 2026, the aggregate carrying value of these investments was $ 9.2 million and is included in Other Assets in the condensed consolidated balance sheets.

Strategic Partnership with Magnachip

Subsequent to June 30, 2026, the Company entered into a strategic partnership with Magnachip Semiconductor Corporation, a related party.

See Note 16 - "Subsequent Events" for additional information.

SUBSEQUENT EVENTS

Renesas Litigation

On or about July 22, 2026, Renesas Electronics Corporation ("Renesas") filed a lawsuit against the Company and two of the Company's employees who are former employees of Renesas, including the Company's chief executive officer, alleging misappropriation of trade secrets, breach of contract and other claims.

The litigation was filed in the United States District Court for the Northern District of California.

The Company is evaluating this complaint and intends to vigorously defend itself against these allegations, but a negative result could have a material adverse impact on the Company's business.

The Company has not recorded a liability for this matter.

Given the preliminary stage of the proceeding, the Company is unable to estimate the reasonably possible loss or range of loss, if any.

Strategic Partnership with Magnachip

On or about July 23, 2026, the Company announced that it had entered into a strategic partnership with Magnachip Semiconductor Corporation ("Magnachip") to license the Company's GeneSiC™ Trench-Assisted Planar™ ("TAP") technology to enter the HV and UHV SiC markets.

The agreement also contemplates making the Company's SiC supply chain and materials ecosystem available to Magnachip and porting, qualifying and internalizing this technology at Magnachip's fab in South Korea in the future on commercial terms to be finalized.

The financial aspect of this transaction is not readily determinable at this time, but exceeds $120,000.

This transaction is a related party transaction because the Company's director, Mr.

Cristiano Amoruso, is also a member of Magnachip's board of directors and has an indirect financial interest in both companies.

Amoruso was not involved in the negotiation of this transaction, and the Company's audit committee has reviewed and approved the transaction, with Mr.

Amoruso abstaining.

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