What changed in this filing

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Item 1. Financial Statements

2025-11-03 compared with 2025-08-04 · 165 added, 141 removed, 543 unchanged (36% of the section changed)

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CONDENSED CONSOLIDATED BALANCE SHEETS

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

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

Current assets

1 unchanged sentence

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

12,476 13,982

Inventories 14,665 15,477

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Deferred tax liabilities 371 441

NONCURRENT LIABILITIES 1,337 4,619

Other noncurrent liabilities 608 4,619

Total liabilities 59,222 41,965

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Stockholders' equity

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

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

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

Additional paid-in capital 840,892 732,784

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

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

(In thousands, except per share amounts) 2025 2024 2025 2024

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(Loss) Gain from change in fair value of earnout liabilities ( 844 ) 9,171 ( 20,695 ) 42,920

Other income 37 31 55 114

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

Total other income (expense), net 483 10,368 ( 17,829 ) 47,202

Loss before income taxes ( 18,931 ) ( 18,605 ) ( 84,200 ) ( 44,483 )

INCOME TAX PROVISION 48 61 130 131

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

Equity method investment loss ( 322 ) — ( 827 ) —

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Diluted net loss per share attributable to common stockholders $ ( 0.09 ) $ ( 0.10 ) $ ( 0.43 ) $ ( 0.25 )

WEIGHTED AVERAGE COMMON SHARES USED IN NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS:

Weighted average common shares used in net loss per share attributable to common shareholders

Basic common shares 212,681 184,672 199,931 182,551

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Stockholders' Equity

SIX MONTHS ENDED JUNE 30, 2025 Class A common stock Additional

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

capital Accumulated

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

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

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

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

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

Stockholders' Equity

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

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

capital Accumulated

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

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

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

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

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

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

Six Months Ended June 30,

Nine Months Ended September 30,

(In thousands) 2025 2024

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CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from disposition of capital assets 46 —

Proceeds from disposition of property and equipment 46 —

Investment purchases — ( 2,500 )

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ORGANIZATION AND BASIS OF PRESENTATION

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

Power supplies incorporating the Company’s products may be used in a wide variety of applications including fast chargers for mobile phones and laptops, consumer electronics, data centers, solar products, electric vehicles and infrastructure, among numerous other applications.

The Company’s products provide superior efficiency, performance, size, cost and sustainability relative to existing silicon technology.

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

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

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

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

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

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

The Company has two authorized classes of common stock:

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

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.

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

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

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

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

All sales were completed in the second quarter of 2025.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

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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.

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

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

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Actual results could differ from those estimates.

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

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

NAVITAS SEMICONDUCTOR CORPORATION

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Recently Issued Accounting Standards

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

Targeted Improvements to the Accounting for Internal-Use Software.

The amendments eliminate references to software development project stages, making the guidance neutral across various software development methods.

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

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

Measurements of Credit Losses for Accounts Receivable and Contract Assets.

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

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

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

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

In November 2024, the FASB issued ASU No.

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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

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ACCOUNTS RECEIVABLE

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accounts receivable, gross $ 10,223 $ 12,578

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Accounts receivable, net $ 9,788 $ 13,982

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Allowance for credit losses activity (in thousands):

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Provision for credit losses ( 982 )

Accounts written-off —

Balance at June 30, 2025 $ ( 885 )

Recovery of prior accounts written off ( 30 )

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

Inventories consist of the following (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials

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

June 30, 2025 December 31, 2024

Furniture and fixtures $ 332 $ 330

Computers and other equipment 13,317 11,714

Leasehold improvements 4,321 4,302

September 30, 2025 December 31, 2024 Useful Life

Furniture and fixtures $ 333 $ 330 3 — 7 years

Computers and other equipment 13,920 11,714 2 — 5 years

Leasehold improvements 4,321 4,302 2 — 6 years

Construction in Progress 5,979 6,887

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Total $ 14,373 $ 15,421

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

Computers and other equipment

Leasehold improvements

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

NAVITAS SEMICONDUCTOR CORPORATION

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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 $ 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) :

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

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

Level 1 Level 2 Level 3 Total

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Fair value adjustment 20,695

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 .

Balance at September 30, 2025 $ 30,903

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

NAVITAS SEMICONDUCTOR CORPORATION

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

Intangible assets are measured at their respective fair values as of the acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date.

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

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

As of the annual measurement date of September 30, 2024, the fair market value of the Company’s stock price remains above carrying value, and no indicators of impairment are present as of June 30, 2025.

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

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

There were no changes to goodwill during the three and 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):

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

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

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

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

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

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

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

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Amortization expense ( 14,203 )

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.

Balance at September 30, 2025 $ 57,992

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

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

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Total $ 57,992

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.

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

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

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

As of 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.

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

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

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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 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.

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

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

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

Total variable expenses were $ 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.

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

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Six Months Ended June 30,

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

Nine Months Ended September 30,

Operating Leases 2025 2024

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Right-of-use assets obtained in exchange for new operating lease liabilities $ 178 $ 535

Six Months Ended June 30,

Nine Months Ended September 30,

Finance Lease 2025 2024

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Weight-average discount rate

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

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

2025 2024 2025 2024

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Total lease liabilities $ 6,082 $ 857

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION:

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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

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

No awards have or will be issued under the 2020 Plan after October 19, 2021.

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

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

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

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

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

Stock-Based Compensation

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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 and six months ended June 30, 2025 and 2024:

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

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

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

2025 2024 2025 2024

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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 June 30, 2025, and activity during the three and six months then ended, is presented below:

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

Stock Options Shares

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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.

Exercised (4) $ 1.06 —

Outstanding at September 30, 2025 104 $ 0.74 3.8

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

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

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

Long-term Incentive Plan Stock Options

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Weighted-average grant date fair value of options $ 9.14

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.

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.

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

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

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

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

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

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

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

The weighted average contractual period remaining is 7.3 years.

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

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

The valuation m odel utilized the following assumptions:

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

As a result, their options were forfeited and no expense was recognized for the three and 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.

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

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

Restricted Stock Units

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

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

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

NAVITAS SEMICONDUCTOR CORPORATION

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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.

Outstanding at September 30, 2025 8,795 $ 5.23

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

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

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

The weighted-average period over which this remaining compensation cost is expected to be recognized is 1.8 years.

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

As of 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.

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

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

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

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

For the three and 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.

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

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

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

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

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

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

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

Other Share Awards

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

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

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.

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

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

During the three 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.

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

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

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

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

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 $ 0.1 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.

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

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

Refer to Note 10 - “Earnout Liability”.

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

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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The valuation model utilized the following assumptions:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Risk-free interest rate

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Equity volatility rate

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

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS

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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 and six months ended June 30, 2025 and 2024:

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

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

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

Customer 2025 2024 2025 2024

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51 % * 51 % *

Distributor C

14 % * 11 % *

Revenues by Geographic Area

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,

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

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

Region 2025 2024 2025 2024

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Total 100 % 100 % 100 % 100 %

*Impractical to disclose the revenue percentages by individual countries within Europe and therefore Europe is presented in total.

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Credit Risk

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

Customer June 30, 2025 December 31, 2024

Customer September 30, 2025 December 31, 2024

Distributor A 48 % *

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

NAVITAS SEMICONDUCTOR CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Concentration of Supplier Risk

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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 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.

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

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

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The Company has no plans to declare dividends.

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

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

2025 2024 2025 2024

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SEGMENT INFORMATION

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

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

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

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

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Purchase Obligations

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”.

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

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

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

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

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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 June 30, 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 September 30, 2025.

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

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

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

Legal proceedings and contingencies

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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 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.

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

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

Related Party Leases

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

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

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

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

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

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

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

During the three and six months ended June 30, 2024, the Company paid an immaterial a mount in rental payments in relation to this lease.

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

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

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

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

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

RESTRUCTURING

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

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

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

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

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

The Company incurred no restructuring costs related to this plan for the three months ended 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.

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

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

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

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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

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

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

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SUBSEQUENT EVENTS

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.

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

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

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