What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-27 compared with 2026-05-05 · 67 added, 46 removed, 118 unchanged (49% of the section changed)

5 unchanged sentences

Forward-looking statements may be identified by the use of words such as “we expect” or “are expected to be,” “estimate,” “plan,” “project,” “forecast,” “intend,” “anticipate,” “believe,” “seek,” or other similar expressions.

Forward-looking statements are made based on estimates and forecasts of financial and performance metrics, projections of market opportunity and market share and current indications of customer interest, all of which are based on various assumptions, whether or not identified in this press release.

All such statements are based on current expectations of the management of the Company and are not predictions of actual future performance.

15 unchanged sentences

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

Execution of At-The-Market Sales Agreements

On May 11, 2026, we entered into a Sales Agreement with Craig-Hallum Capital Group LLC and UBS Securities LLC (the “First Sales Agreement”) pursuant to which we could offer and sell, from time to time, shares of our Class A common stock having an aggregate offering price of up to $125.0 million.

The First Sales Agreement terminated in accordance with its terms on May 12, 2026 in accordance with its terms upon completion of the offering.

On June 8, 2026, we entered into an additional Sales Agreement with UBS Securities LLC, Morgan Stanley & Co.

LLC and Needham & Company, LLC (the “Second Sales Agreement”).

Pursuant to the Second Sales Agreement, we may offer and sell, from

time to time, shares of our Class A common stock having an aggregate offering price of up to $500.0 million.

During the six months ended June 30, 2026, we sold approximately 6.5 million shares of our Class A common stock and completed our $125.0 million at-the-market offering program in its entirety.

We also sold approximately 10.9 million shares of our Class A common stock for gross proceeds of $255.8 million of common stock under our $500.0 million at-the-market offering program.

Navitas 2.0 Restructuring Plan

1 unchanged sentence

The plan remains centered on portfolio and organizational realignment, technology roadmap execution, go-to-market optimization, and disciplined investment in strategic end markets.

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.

Results of Operations

The tables and discussion below present our results for the three months ended March 31, 2026 and 2025 (in thousands):

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

The tables and discussion below present our results for the three months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30, Change

$ 10,529 $ 14,490 $ (3,961) (27) %

12 unchanged sentences

$ (27,190) $ (21,653) (5,537) 26 %

Six Months Ended June 30, Change

Net revenues $ 19,127 $ 28,508 $ (9,381) (33) %

Cost of revenues (exclusive of amortization of intangible assets included below) 11,813 20,873 (9,060) (43) %

Operating expenses:

Research and development 27,719 24,164 3,555 15 %

Selling, general and administrative 24,290 19,491 4,799 25 %

Amortization of intangible assets 9,468 9,468 — — %

Restructuring expense 794 1,469 (675) (46) %

Total operating expenses 62,271 54,592 7,679 14 %

Loss from operations $ (54,957) $ (46,957) (8,000) 17 %

We design, develop and manufacture GaN FETs, GaN ICs, SiC MOSFETs and modules, and Schottky diodes that deliver best-in-class performance, ruggedness, and quality.

Our revenue represents the sale of semiconductors through specialized distributors to original equipment manufacturers (“OEMs”), their suppliers, and other end customers.

We consider the domicile of our end customers, rather than the distributors we sell to directly, to be the basis of attributing revenues from external customers to individual countries.

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

Three Months Ended March 31,

We consider the domicile of our end customers, rather than the distributors we sell to directly, to be the basis of attributing

revenues from external customers to individual countries.

Revenues for the three and six months ended June 30, 2026 and 2025 (in thousands) were attributable to end customers in the following countries:

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

Country 2026 2025

United States $ 3,513 41 % $ 4,346 31 %

China $ 3,637 35 % $ 8,984 62 %

United States 4,018 38 3,188 22

Asia excluding China 1,637 15 1,304 9

Europe 1,237 12 1,014 7

Total $ 10,529 100 % $ 14,490 100 %

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

Country 2026 2025

China $ 6,746 35 % $ 14,824 52 %

United States 7,531 40 7,412 26

Asia excluding China 2,541 13 3,421 12

Europe 2,308 12 2,851 10

Total $ 19,127 100 % $ 28,508 100 %

The decline in sales of $5.4 million or 39% was primarily due to the decrease in sales of mobile in the Asia region, primarily China, and consumer markets.

The decline in sales of $4.0 million or 27% for the three months ended June 30, 2026, and $9.4 million or 33% for the six months ended June 30, 2026, was primarily due to the decrease in sales of mobile in the Asia region, primarily China, and consumer markets.

Cost of Revenues

Three Months Ended March 31,

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

$ in thousands

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Percentage of revenue 61 % 84 % 62 % 73 %

The decrease of $3.4 million or 38% was primarily driven by a decline in sales.

The increase in percent of revenue was primarily due to higher stock-based compensation.

For the three and six months ended June 30, 2026, cost of revenue decreased by $5.7 million or 47% and $9.1 million or 43% respectively.

This was primarily driven by a decline in sales as well as a shift in sales mix toward high-power products.

Research and Development Expense

Three Months Ended March 31,

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

$ in thousands

3 unchanged sentences

125 % 79 % 145 % 85 %

The increase of $1.9 million was primarily driven by an increase in stock-based compensation as well as research and development materials, partially offset by a decrease in headcount related cost as a result of the Company’s reductions in force.

For the three and six months ended June 30, 2026, the increase of $1.7 million or 14% and $3.6 million or 15% respectively, was primarily driven by an increase in stock-based compensation as well as research and development materials, partially offset by a decrease in headcount related cost as a result of the Company’s reductions in force.

Selling, General and Administrative Expense

Three Months Ended March 31,

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

$ in thousands

3 unchanged sentences

Percentage of revenue 124 % 53 % 127 % 68 %

The decrease of $0.5 million, or 4%, was primarily driven by a reduction in sales commissions and professional fees partially offset by an increase in stock-based compensation.

For the three and six months ended June 30, 2026, the increase of $5.3 million, or 68% and $4.8 million, or 25%, respectively, was primarily driven by increases in stock-based compensation and legal and professional fees, partially offset by lower sales commissions and headcount-related costs.

Amortization of Intangible Assets

Three Months Ended March 31,

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

$ in thousands

2 unchanged sentences

Percentage of revenue 45 % 33 % 50 % 33 %

Amortization of intangible assets remained flat.

For the three and six months ended June 30, 2026, amortization of intangible assets remained relatively consistent compared to the corresponding periods.

Restructuring Expense

Three Months Ended March 31,

$ in thousands

2026 2025 % Change

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

$ in thousands 2026 2025 2026 2025 % Change

Restructuring expense 344 — 794 1,469 (46) %

Percentage of revenue 3 % — % 4 % 5 %

The decrease of $1.0 million was primarily due to timing of restructuring related plans.

Restructuring expense increased $0.3 million for the three months ended June 30, 2026 and decreased $0.7 million, or 46%, for the six months ended June 30, 2026, primarily due to the January 2025 restructuring plan and fourth quarter 2025 Navitas 2.0 restructuring plan.

Other Income (Expense), net

Three Months Ended March 31,

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

$ in thousands

3 unchanged sentences

Percentage of revenue (1909) % (187) % (1082) % (64) %

The decrease in other income of approximately $14.8 million is primarily due to the change in fair value of our earnout liabilities of $16.0 million partially offset by an increase in interest and dividend income.

The decrease in other income (expense) of approximately $173.8 million and $188.6 million for the three and six months ended June 30, 2026, respectively, is primarily due to the change in fair value of our earnout liabilities (losses of $203.1 million and $211.0 million in the 2026 periods, compared to losses of $28.0 million and $19.9 million in the corresponding 2025 periods), partially offset by higher interest and dividend income.

Income Tax Provision

Three Months Ended March 31,

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

$ in thousands

6 unchanged sentences

Equity method investment loss

Three Months Ended March 31,

$ in thousands

2026 2025 % Change

Equity method investment loss

$ — $ (280) — (100.0) %

Percentage of revenue — % (1.9) %

In the first quarter of 2026, the Company discontinued the application of the equity method of accounting following the loss of significant influence.

In the first quarter of 2026, the Company discontinued application of the equity method of accounting following the loss of significant influence.

No further equity method investment losses were recognized during the three and six months ended June 30, 2026.

Liquidity and Capital Resources

1 unchanged sentence

In addition, we use cash for strategic investments and acquisitions.

We expect to continue to incur net operating losses and negative cash flows from operations and we expect our research and development expenses, general and administrative expenses, and capital expenditures will remain relatively flat.

We currently expect to fund our cash requirements through the use of cash and cash equivalents on hand.

We believe that our current levels of cash and cash equivalents are sufficient to finance our operations, working capital requirements, and capital expenditures for the foreseeable future.

The following table summarizes our consolidated cash flows for the three months ended March 31, 2026 and 2025 (in thousands):

March 31, 2026 March 31, 2025

The following table summarizes our consolidated cash flows for the six months ended June 30, 2026 and 2025 (in thousands):

June 30, 2026 June 30, 2025

Consolidated Statements of Cash Flow Data:

5 unchanged sentences

370,061 98,540

Net decrease in cash, cash equivalents and restricted cash

$ (15,232) $ (12,625)

March 31, 2026 December 31, 2025 $ Change

Net increase in cash, cash equivalents and restricted cash 319,670 73,101

June 30, 2026 December 31, 2025 $ Change

Cash, cash equivalents and restricted cash

1 unchanged sentence

We derive liquidity primarily from cash on hand and equity financing activities.

The changes in our cash flows for the three months ended March 31, 2026, compared to the same period in 2025, were primarily driven by the following:

The changes in our cash flows for the six months ended June 30, 2026, compared to the same period in 2025, were primarily driven by the following:

Operating Activities

Net cash used in operating activities for the three months ended March 31, 2026 was $16.4 million compared to $13.5 million for the three months ended March 31, 2025.

The increase was primarily driven by a higher net loss, including unfavorable change in the fair value of the earnout liability and working capital, partially offset by higher non-cash stock-based compensation.

Net cash used in operating activities for the six months ended June 30, 2026 was $48.3 million compared to $24.8 million for the six months ended June 30, 2025.

The increase was driven primarily by the higher net loss, including the unfavorable change in fair value of the earnout liability, as well as unfavorable working capital changes which includes higher inventory related purchases partially offset by higher non-cash stock-based compensation.

Investing Activities

Net cash used in investing activities increased slightly during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to additional capital expenditures for R&D equipment.

Net cash used in investing activities increased during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an investment in preferred shares.

Financing Activities

Net cash provided by financing activities increased $0.6 million primarily driven by higher proceeds from stock option exercises, partially offset by increased payments on finance lease obligations.

Net cash provided by financing activities for the six months ended June 30, 2026 increased $271.5 million, primarily driven by $373.2 million of net proceeds from our at-the-market offerings (compared to $96.8 million of net proceeds in 2025), partially offset by the $3.8 million cash settlement of earnout shares and lower proceeds from stock option exercises.

Contractual Obligations, Commitments and Contingencies

In the ordinary course of business, we enter into contractual arrangements that may require future cash payments.

As of March 31, 2026, our non-cancellable contractual arrangements consisted of lease obligations and an agreement for the purchase of equipment.

As of June 30, 2026, our non-cancellable contractual arrangements consisted of lease obligations and an agreement for the purchase of equipment.

Refer to Note 9 - “Leases” for further information on our minimum future payments related to lease obligations.

Off-Balance Sheet Commitments and Arrangements

As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

As of June 30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Critical Accounting Policies and Estimates

5 unchanged sentences

Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.

There have been no material changes to our critical accounting policies and estimates from the information in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2025 annual report on Form 10-K.

As a result of the settlement of our earnout liabilities during the second quarter of 2026, the related critical accounting estimate described in our 2025 annual report on Form 10-K is no longer applicable.

Other than this change, there have been no material changes to our critical accounting policies and estimates from the information in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our annual report on Form 10-K for the year ended December 31, 2025.

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 2. Management’s Discussion and Analysis