What changed in this filing

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Item 1. Financial Statements

2025-08-04 compared with 2025-05-09 · 192 added, 136 removed, 492 unchanged (40% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

CURRENT ASSETS:

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OPERATING LEASE RIGHT OF USE ASSETS 6,012 6,900

FINANCE LEASE RIGHT OF USE ASSETS 930 —

INTANGIBLE ASSETS, net 62,727 72,195

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Operating lease liabilities, current 1,789 1,767

Finance lease liabilities, current

Total current liabilities 23,429 21,144

OPERATING LEASE LIABILITIES NONCURRENT 4,714 5,553

FINANCE LEASE LIABILITIES NONCURRENT 619 —

EARNOUT LIABILITY 30,059 10,208

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STOCKHOLDERS’ EQUITY:

Class A common stock, $ 0.0001 par value, 740,000,000 shares authorized as of March 31, 2025 and December 31, 2024, and 191,763,399 and 188,114,202 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

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

Class A common stock, $ 0.0001 par value, 740,000,000 shares authorized as of June 30, 2025 and December 31, 2024, and 213,084,356 and 188,114,202 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

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

Additional paid-in capital 839,550 732,784

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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) 2025 2024 2025 2024

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Dividend income 647 1,361 1,391 3,041

Gain from change in fair value of earnout liabilities 8,113 26,199

(Loss) Gain from change in fair value of earnout liabilities ( 27,964 ) 7,550 ( 19,851 ) 33,749

Other income 37 31 55 114

Total other income, net 8,837 27,964

Total other income (expense), net ( 27,149 ) 8,870 ( 18,312 ) 36,834

LOSS BEFORE INCOME TAXES ( 48,802 ) ( 22,267 ) ( 65,269 ) ( 25,878 )

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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/At-the-market offering (ATM One and ATM Two) — — ( 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 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

Stockholders' Equity

THREE MONTHS ENDED MARCH 31, 2024 Class A common stock Additional

SIX MONTHS ENDED JUNE 30, 2024 Class A common stock Additional

capital Accumulated

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BALANCE AT MARCH 31, 2024 182,997 $ 21 $ 701,771 $ ( 303,868 ) $ ( 7 ) $ 397,917

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

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2025 2024

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

Depreciation 807 722

Depreciation and amortization 1,677 1,449

Amortization of intangible assets 9,468 9,548

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Loss from equity method investment 505 —

Gain from change in fair value of earnout liability ( 8,113 ) ( 26,199 )

Loss on disposition of capital assets 8 —

Loss (Gain) from change in fair value of earnout liability 19,851 ( 33,749 )

Deferred income taxes ( 35 ) —

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CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from disposition of capital assets 46 —

Investment purchases — ( 2,500 )

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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 1,023 415

Proceeds from employee stock purchase plan 818 1,788

Payments on finance lease obligations ( 51 ) —

Net cash provided by financing activities 98,540 2,203

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Cash paid for income taxes $ 187 $ 116

Cash paid for interest $ 8 $ —

Capital expenditures in accounts payable $ 267 $ 414

Shares issued in connection with annual bonus $ 2,988 $ 7,707

Noncash finance lease acquisition $ 985 $ —

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, 2025 and December 31, 2024.

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

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

The Company also has 1.0 million shares of preferred stock authorized, with no shares outstanding as of June 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 At-The-Market Offering Agreement (the "ATM Agreement") with Jefferies LLC (“Jefferies”) for the sale of shares of its Class A common stock, par value $ 0.0001 per share.

Under the terms of the ATM Agreement, the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $ 50,000,000 from time to time through Jefferies, acting as the sales agent.

As of March 31, 2025, the Company has not sold any shares under the ATM agreement.

In connection with establishing the ATM program, the Company incurred offering-related costs of approximately $ 0.3 million.

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.

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 are in the opinion of management, necessary for a fair presentation of such condensed consolidated financial statements.

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

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 six months ended June 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.

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SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

Reclassifications

Certain items in the prior period’s condensed consolidated statements of operations have been reclassified to conform to the presentation for the three months ended March 31, 2025.

Dividend income was previously included within interest income (expense), net.

There was no impact to net loss and retained earnings as a result of the reclassifications.

Recently Issued Accounting Standards

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accounts receivable, gross $ 12,443 $ 12,578

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Accounts written-off —

Balance at March 31, 2025 $ ( 481 )

Balance at June 30, 2025 $ ( 885 )

Inventories consist of the following (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Raw materials

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Furniture and fixtures $ 332 $ 330

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Total $ 14,521 $ 15,421

The depreciation expense was $ 0.8 million and $ 0.7 million f or the three months ended March 31, 2025 and 2024, r espectively, and was determined using the straight-line method over the following estimated useful lives:

The depreciation expense wa s $ 0.9 million and $1.7 million fo r the three and six months ended June 30, 2025 and $0.7 million and $1.4 million for the three and six months ended June 30, 2024, respectively, and was determined using the straight-line method over the following estimated useful lives:

Furniture and fixtures

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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 $ 62.3 million as of March 31, 2025 and $ 66.5 million for December 31, 2024.

The following table presents the Company’s fair value hierarchy for financial liabilities as of March 31, 2025 (in thousands) :

Cash equivalents classified as Level 1 instruments were $ 92.9 million as of June 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 June 30, 2025 (in thousands) :

Level 1 Level 2 Level 3 Total

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Fair value adjustment 19,851

Balance at March 31, 2025 $ 2,095

The Company did not transfer any investments between Level 1 and Level 2 of the fair value hierarchy during the three months ended March 31, 2025.

Balance at June 30, 2025 $ 30,059

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

NAVITAS SEMICONDUCTOR CORPORATION

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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, 2024, the fair market value of the Company’s stock price remains above carrying value, and no indicators of impairment are present as of March 31, 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 months ended March 31, 2025.

The following table presents the Company’s intangible asset balance by asset class as of March 31, 2025 (in thousands):

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

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

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

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Amortization expense ( 9,468 )

Balance at March 31, 2025 $ 67,461

The amortization expense was $ 4.7 million and $ 4.8 million for the three months ended March 31, 2025 and 2024, respectively.

Balance at June 30, 2025 $ 62,727

The amortization expense was $ 4.7 million and $9.5 million for the three and six months ended June 30, 2025 and $4.8 million and $9.5 million for the three and six months ended June 30, 2024 , respectively.

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

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Total $ 62,727

There were no impairment charges during the three months ended March 31, 2025 or during the year ended December 31, 2024 .

The goodwill balance was $ 163.2 million as of both March 31, 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.

As of March 31, 2025, no operating 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, these operating lease agreements do not contain material residual value guarantees or material restrictive covenants.

As of March 31, 2025, all leases recorded on the Company’s condensed consolidated balance sheets were operating leases.

There were no impairment charges during the three and six months ended June 30, 2025 or during the year ended December 31, 2024 .

The goodwill balance was $ 163.2 million as of both June 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 June 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:

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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, including short-term lease cost, was $ 0.6 million and $ 0.8 million for the three months ended March 31, 2025 and 2024 , respectively.

Rent expense for operating leases, including short-term lease cost, was $ 0.6 million and $ 1.2 million for the three and six months ended June 30, 2025 and $ 0.6 million and $ 1.4 million for the three and six months ended June 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 $ 0.1 million and $ 0.1 million for the three months ended March 31, 2025 and 2024, respectively.

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

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended March 31,

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

Six Months Ended June 30,

Operating Leases 2025 2024

Cash paid for operating lease liabilities $ 1,074 $ 1,122

Operating lease cost $ 547 $ 601

Non-cash right-of-use assets obtained in exchange for new operating lease obligations $ 137 $ 28

Right-of-use assets obtained in exchange for new operating lease liabilities $ 137 $ 530

Six Months Ended June 30,

Finance Lease 2025 2024

Cash paid for principal portion of finance lease

Right-of-use assets obtained in exchange for new finance lease liabilities

Operating Leases Finance Lease

Weighted-average remaining lease term in years

Weight-average discount rate

Maturities of lease liabilities were as follows (in thousands):

Fiscal Year Ending December 31,

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

2025 2024 2025 2024

Operating lease expense $ 516 $ 577 $ 1,062 $ 1,178

Finance lease amortization

$ 55 $ — $ 55 $ —

Finance lease interest expense $ 8 $ — $ 8 $ —

Maturities of operating and finance lease liabilities were as follows (in thousands):

Fiscal Year Ending December 31, Operating Leases Finance Lease

2025 (remainder of fiscal 2025) $ 1,051 $ 176

2026 2,034 353

2027 1,846 353

2028 1,698 118

Thereafter — —

Less imputed interest ( 574 ) ( 66 )

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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.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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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).

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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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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.

As of March 31, 2025 the Company has issued 6,500,000 non- statutory stock options under the 2021 Plan.

As of June 30, 2025 the Company has issued 3,250,000 non- statutory stock options under the 2021 Plan.

Stock-Based Compensation

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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 months ended March 31, 2025 and 2024:

Three Months Ended March 31,

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

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

2025 2024 2025 2024

Cost of goods sold $ 71 $ 249 $ 107 $ 249

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Total stock-based compensation expense $ ( 913 ) $ 13,091 $ 6,059 $ 26,639

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

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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 March 31, 2025, and activity during the three months then ended, is presented below:

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

Stock Options Shares

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Outstanding at March 31, 2025 1,263 $ 0.77 4.1

Vested and Exercisable at March 31, 2025 1,263 $ 0.77 4.1

During the three months ended March 31, 2025 and 2024, the Company recogni ze d $ 0.0 million and $ 0.1 million o f stock-based compensation expense for the vesting of outstanding stock optio ns, excluding $ 0.3 million and $ 1.9 million, respectively, related to the LTIP Options described below.

At March 31, 2025, all compensation cost was recognized.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Exercised ( 1,155 ) 0.77 —

Outstanding at June 30, 2025 108 $ 0.74 4.1

Vested and Exercisable at June 30, 2025 108 $ 0.74 4.1

During the three months ended June 30, 2025, the Company recorded no stock-based compensation expense and for the six months ended June 30, 2025, the Company recorded an immaterial amount o f stock-based compensation expense for the vesting of outstanding stock optio ns, excluding credits of $( 8.3 ) million and $(8.0) million, respectively, related to the LTIP Options described below.

During the three and six months ended June 30, 2024, the Company recogni ze d $0.0 million and $0.1 million o f stock-based compensation expense for the vesting of outstanding stock optio ns, excluding $1.0 million and $2.9 million, respectively, related to the LTIP Options.

Long-term Incentive Plan Stock Options

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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.

In connection with the “2021 LTIP Options”, the Company recognized $ 0.3 million and $ 1.6 million of stock-based compensation expense for the three months ended March 31, 2025 and 2024, respectively.

The unrecognized compensation expense related to probable tranches in the 2021 LTIP Options is $ 2.0 million as of March 31, 2025, and compensation expense will be recognized over 2.8 years.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

connection with the “2021 LTIP Options”, the Company recognized a credit of $( 8.3 ) million and $(8.0) million of stock-based compensation expense for the three and six months ended June 30, 2025, respectively.

During the three months ended June 30, 2025, one member of senior management who was a recipient of the 2021 LTIP Options resigned.

As a result, the Company recognized a reversal of previously recognized stock-based compensation expense totaling $8.4 million related to the forfeited award of which $4.2 million was recorded in Research and development expenses and $4.2 million in Selling, general and administrative expenses.

The remaining unrecognized compensation expense related to probable tranches in the 2021 LTIP Options is $ 0.9 million as of June 30, 2025, and compensation expense will be recognized over 3.2 years.

If the Company achieves all revenue and EBITDA performance metrics, the total incremental recognized expense would be $ 21.3 million.

The Company recognized $0.8 million and $2.4 million of stock-based compensation expense for the three and six months ended June 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.

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Weighted-average grant date fair value of options $ 2.89

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 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 months ended March 31, 2025.

The Company recognized $ 0.3 million of stock-based compensation expense for the three months ended March 31, 2024.

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

The Company recognized $ 0.2 million and $0.5 million of stock-based compensation expense for the three and six months ended June 30, 2024, respectively.

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, 2025 , and activity during the three months then ended, is presented below:

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

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Stock Unit Awards Shares

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Outstanding at March 31, 2025 7,337 $ 6.25

During the three months ended March 31, 2025 and 2024, the Company recognized $ 6.6 million and $ 8.2 million of stock-based compensation expense for the vesting of RSUs, respectively.

As of March 31, 2025, unrecognized compensation cost related to unvested RSU awards totaled $ 34.9 million.

Granted 3,438 4.25

Vested (402) 5.75

Forfeited (830) 6.78

Outstanding at June 30, 2025 9,543 $ 5.51

During the three and six months ended June 30, 2025, the Company recognized $ 5.9 million and 12.4 million of stock-based compensation expense for the vesting of RSUs, respectively.

During the three and six months ended June 30, 2024, the Company recognized $9.7 million and $17.9 million of stock-based compensation expense for the vesting of RSUs, respectively.

As of June 30, 2025, unrecognized compensation cost related to unvested RSU awards expected to be recognized totaled $ 37.9 million.

The weighted-average period over which this remaining compensation cost is expected be recognized is 1.7 years.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of 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.

The Company did not accrue a stock-based bonus as of March 31, 2025 due to the Company’s 2025 annual bonus plan has not yet being approved by the board of directors.

As a result, there were no related bonus liabilities and stock-based compensation expense recorded for this period.

As of March 31, 2025, approximately $ 0.6 million remains from the Company’s 2024 annual bonus accrual, which is expected to be settled in the second quarter of 2025 through the issuance of approximately 289,119 shares based on the Company's closing stock price as of March 31, 2025.

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 June 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 234,131 shares based on the Company's closing stock price as of June 30, 2025.

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

2022 Employee Stock Purchase Plan

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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 months ended March 31, 2025 and 2024, employees who elected to participate in the ESPP purchased 400,431 and 393,139 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $ 0.8 million and $ 1.8 million, respectively.

The purchase price was $ 2.07 and $ 4.55 , which was 15 % of the fair market value in March 2025 and March 2024, respectively.

As of March 31, 2025, the Company had 1,540,141 remaining authorized shares available for purchase.

During the three months ended March 31, 2025 and 2024 , the Company recognized $ 0.3 million and $ 0.8 million of stock-based compensation expense for the 2022 ESPP, respectively.

of stock-based compensation expense for the 2022 ESPP, respectively.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three and six months ended June 30, 2025, employees who elected to participate in the 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 $ 2.07 , which was 15 % of the fair market value in March 2025.

As of June 30, 2025, the Company had 1,540,141 remaining authorized shares available for purchase.

For the three and six months ended June 30, 2024, employees who elected to participate in the ESPP purchased 393,139 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $1.8 million.

The purchase price was $4.55, which was 15% of the fair market value in March 2024.

During the three and six months ended June 30, 2025, the Company recognized $ 0.2 million and $0.5 million of stock-based compensation expense for the 2022 ESPP, respectively.

During the three and six months ended June 30, 2024, the Company recognized $0.3 million and $1.1 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.

Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 March 31, 2025, the Company recorded a $ 0.1 million credit to stock-based compensation expense related to the reversal of previously recognized expense for awards with performance conditions that were not achieved.

During the three months ended March 31, 2024, the Company recognized $0.1 million of stock-based compensation expense related to the vesting of these shares.

During the three and six months ended June 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 will be recognized beyond the second quarter of 2025.

The Company recognized $0.2 million and $0.3 million of stock-based compensation expense related to the vesting of these shares during three and six months ended June 30, 2024, respectively.

Unvested Earnout Shares

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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 $ 0.0 million of stock-based compensation expense related to forfeitures during three months ended March 31, 2025 and none during the three months ended March 31, 2024.

As of March 31, 2025, there was no remaining compensation cost related to unvested earnout shares, except for forfeitures.

The Company recognized $ 0.1 million of stock-based compensation expense related to forfeitures during three and six months ended June 30, 2025 and none during the six months ended June 30, 2024.

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

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

Refer to Note 10 - “Earnout Liability”.

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The valuation model utilized the following assumptions:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Risk-free interest rate

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Equity volatility rate

As of March 31, 2025 and December 31, 2024, the earnout liability had a fair value of $ 2.1 million and $ 10.2 million, respectively, which resulted in a gain in the fair value of the earnout liability of $ 8.1 million for the three months ended March 31, 2025.

As of March 31, 2024, the earnout liability had a fair value of $ 20.7 million, which resulted in a gain in the fair value of the earnout liability of $ 26.2 million for the three months ended March 31, 2024 due to the fluctuations in the fair value of the earnout liability.

As of June 30, 2025 and December 31, 2024, the earnout liability had a fair value of $ 30.1 million and $ 10.2 million, respectively, which resulted in a loss in the fair value of the earnout liability of $( 28.0 ) million and $(19.9) million for the three and six months ended June 30, 2025.

As of June 30, 2024, the earnout liability had a fair value of $13.1 million, which resulted in a gain in the fair value of the earnout liability of $7.6 million and $33.7 million for the three and six months ended June 30, 2024, respectively.

NAVITAS SEMICONDUCTOR CORPORATION

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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, 2025 and 2024:

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, 2025 and 2024:

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

Customer 2025 2024 2025 2024

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Distributor B

Distributor C * 68 %

*Total customer net revenues were less than 10% of total net revenues.

* 55 % * 63 %

Revenues by Geographic Area

Revenues for the three months ended March 31, 2025 and 2024 were attributable to the following regions:

Three Months Ended March 31,

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

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

Region 2025 2024 2025 2024

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Rest of Asia 16 12 20 12

China 12 4 9 4

United States 11 10 10 8

All others 3 —

Europe* 1 4 1 2

Total 100 % 100 % 100 % 100 %

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

Customer March 31, 2025 December 31, 2024

Customer June 30, 2025 December 31, 2024

Distributor A 44 % *

Distributor B

Distributor C * 44 %

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

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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.

While 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.

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.

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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 months ended March 31, 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.

As the Company incurred net losses during three and six months ended June 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, the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method.

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 March 31,

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

2025 2024 2025 2024

Weighted-average common shares - basic common stock 198,956 183,127 193,462 181,493

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Dilutive shares excluded ¹ 1,694 4,334 1,551 5,162

Shares excluded from diluted weighted average shares 1,430 5,317

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 months ended March 31, 2025 and 2024.

As of March 31, 2025 and 2024 the Company excluded 0.0 million and 0.1 million restricted stock awards from the diluted weighted average share count as their performance conditions have not been achieved.

As of March 31, 2025 and 2024 the Company exclude d 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, 2025 and 2024, 6.5 million and 9.8 million LTIP options have been excluded from the diluted weighted average share count, respectively, as their performance and/or market conditions have not been achieved.

As of March 31, 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.

As of June 30, 2025 and 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 June 30, 2025 and 2024, the Company exclude d 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 June 30, 2025 and 2024, 3.3 million and 8.8 million LTIP options have been excluded from the diluted weighted average share count, respectively, as their performance and/or market conditions have not been achieved.

As of June 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 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.

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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 months ended March 31, 2025 and 2024 was ( 0.5 )% and ( 1.9 )%, respectively.

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

The Company’s effective tax rate for the three and six months ended June 30, 2025 was (0.1)% and (0.2)%, respectively.

The Company’s effective tax rate for the three and six months ended June 30, 2024 was (0.3)% and (0.5)%, 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.

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 months ended March 31, 2025 and 2024.

The Company had no unrecognized tax benefits for the three and six months ended June 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 months ended March 31, 2025 and 2024.

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

SEGMENT INFORMATION

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Purchase Obligations

At March 31, 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”.

At June 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 $ 2.1 million present value of these payments is included within 'Noncurrent liabilities' in the Condensed Consolidated Balance Sheets, while the first payment of $ 0.8 million, due within one year, is recorded within “Accounts payable and other accrued expenses” as of March 31, 2025.

The $ 1.4 million present value of these payments is included within 'Noncurrent liabilities' in the Condensed Consolidated Balance Sheets, while the first two payments of $1.6 million , due within one year, are recorded within accounts payable and other accrued expenses as of June 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.

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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 March 31, 2025.

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 June 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.

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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 for covered products sold during the term.

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 $ 2.3 million and $ 1.8 million and is included in other accrued expenses and noncurrent liabilities as of March 31, 2025 and December 31, 2024, respectively.

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 June 30, 2025 and December 31, 2024, respectively.

Legal proceedings and contingencies

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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

RELATED PARTY TRANSACTIONS

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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 months ended March 31, 2025 , resulting in a net loss of $ 0.3 million , which was recorded in “Equity method investment loss” on the Statements of Operations.

The investment was $ 8.6 million and $ 8.9 million as of March 31, 2025 an d December 31, 2024, resp ectively, and is included in Other Assets in the Condensed Consolidated Balance Sheets.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded its share of losses for the three and six months ended June 30, 2025 , resulting in a net loss of $ 0.2 million and $0.5 million, respectively, which was recorded in “Equity method investment loss” on the Statements of Operations.

The investment was $ 8.4 million and $ 8.9 million as of June 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 months ended March 31, 2024, the Co mpany paid an immaterial amount in rental payments.

During the three and six months ended June 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 March 31, 2025 .

The Company leases certain property from an entity that it 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 March 31, 2024, the Company paid an immaterial amount in rental payments in relation to this lease.

There was no rent obligation as of June 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 and six months ended June 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 March 31, 2025 .

There was no rent obligation as of June 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 center, EV and mobile applications, accelerating the Company’s path to profitability.

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.

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

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

The Company does not expect to incur additional material costs related to the 2025 Restructuring Plan beyond the first quarter of 2025.

As of March 31, 2025, restructuring-related liabilities under the 2025 Restructuring Plan of $ 0.2 million remain and are reported under 'Accounts payable and other accrued expenses' on the Company’s Condensed Consolidated Balance Sheets.

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

As of June 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):

Amounts accrued as of December 31, 2024 Costs Incurred Cash Payments Amounts accrued as of March 31, 2025

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 June 30, 2025

Employee Severance and Benefits $ 511 $ 1,469 $ ( 1,865 ) $ (93) $ 22

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SUBSEQUENT EVENTS

The Company evaluated material subsequent events from the condensed consolidated balance sheet date of March 31, 2025, through May 9, 2025, the date the condensed consolidated financial statements were issued.

There were no material subsequent events as of May 9, 2025.

The Company evaluated material subsequent events from the condensed consolidated balance sheet date of June 30, 2025, through August 4, 2025, the date the condensed consolidated financial statements were issued.

There were no material subsequent events as of August 4, 2025, except as discussed below.

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

To mitigate this risk, the Company has expanded its collaboration with Powerchip Semiconductor Manufacturing Corporation (“Powerchip”), with qualification of initial devices expected in the fourth quarter of 2025 and mass production beginning in the first half of 2026.

The Company is evaluating additional suppliers to diversify its supply chain and the impact to the Company’s financial statements, as an estimate cannot be made at this time.

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