Item 5. Other Information
Item 5. Other Information.
Adoption of 10b5-1 Trading Plans by Directors and Executive Officers
On March 13, 2024 , Gene Sheridan , chair of the board and president and chief executive officer , adopted a Rule 10b5-1 trading plan covering up to 800,000 shares held directly and 912,000 shares underlying restricted stock units (“RSUs”) held by Mr. Sheridan. The plan is scheduled to remain in effect until December 13, 2024. Of the shares held directly, a minimum of 400,000 shares will be sold under the plan. All shares to be issued to Mr. Sheridan upon vesting of the RSUs, following automatic sales to cover withholding taxes incurred upon settlement, will be sold under the plan. The proceeds of all sales under the plan will be used solely to satisfy tax obligations of Mr. Sheridan. Prior to any sales under the plan, Mr. Sheridan beneficially owns a total of 4,937,007 shares of common stock and 912,000 shares underlying RSUs.
The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934. Rule 10b5-1 plans allow corporate executives to establish prearranged plans to buy or sell company stock at predetermined times or prices, regardless of any material non-public information they may possess when the prearranged trades are executed, and regardless of any trading restrictions imposed by company policy that would otherwise apply. Such plans are designed to provide an affirmative defense against insider trading liability, provided the plans satisfy the conditions of Rule 10b5-1(c), including, but not limited to, a condition which requires executive officers of public companies to observe a waiting period of at least 90 days, after the plan adoption date, before any trades can be executed under the plan.
The company does not undertake any obligation to report the establishment, modification or termination of any Rule 10b5-1 plans by officers or directors, except to the extent required by law.
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Item 6. Exhibits .
EXHIBIT INDEX
Exhibit Description
10.1
Letter Agreement, dated January 9, 2024, among Navitas Semiconductor USA, Inc., Navitas Semiconductor Corporation and Ron Shelton (incorporated by reference to Exhibit 10.26 of the company’s annual report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 6, 2024)
31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
32.1** Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. § 1350
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NAVITAS SEMICONDUCTOR CORPORATION
By: /s/ Gene Sheridan
Gene Sheridan
President and Chief Executive Officer
(principal executive officer)
Date: May 15, 2024
NAVITAS SEMICONDUCTOR CORPORATION
By: /s/ Janet Chou
Janet Chou
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial and accounting officer)
Date: May 15, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.