What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-03-19 · 459 added, 400 removed, 662 unchanged (56% of the section changed)

Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firms (Moss Adams, LLP, PCAOB ID 659 )

Report of Independent Registered Public Accounting Firms (KPMG LLP, PCAOB ID 185 and Baker Tilly US, LLP , PCAOB ID 23 )

Consolidated Balance Sheets

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Notes to Consolidated Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Navitas Semiconductor Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Navitas Semiconductor Corporation and subsidiaries (the Company) as of December 31, 2025 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of excess and obsolete inventory

As discussed in Notes 2 and 5 to the consolidated financial statements, the Company reported inventory of $13.3 million as of December 31, 2025.

The Company values inventory at the lower of cost (first-in, first-out) or net realizable value and periodically reviews inventory for potential obsolescence and declining values through periodic assessments, considering factors including estimates for future demand and net realizable value.

Inventory write-downs are established based on market conditions and trends, expected demand inclusive of sales forecasts, anticipated sales and market prices, and product obsolescence.

We identified the valuation of inventory as a critical audit matter.

Subjective auditor judgment was required to evaluate the expected demand inclusive of sales forecasts used within the valuation of inventory as such forecasts represented subjective determinations of future market conditions that were also sensitive to variation.

The following are the primary procedures we performed to address this critical audit matter.

We compared expected demand inclusive of sales forecasts to historical forecasts and recent sales trends to evaluate the Company’s ability to accurately forecast.

We evaluated the reasonableness of expected demand inclusive of sales forecasts for certain products by 1) inquiring with non-financial personnel, including sales and production employees, and 2) obtaining underlying supporting documentation including purchase orders and expected demand from third parties.

Valuation of the earnout liability

As discussed in Notes 10 and 11 to the consolidated financial statements, certain of the Company’s stockholders are entitled to receive an aggregate up to 10,000,000 Earnout Shares of the Company's Class A common stock, contingent upon the fulfillment of earnout milestones.

As of December 31, 2025, 9,713,212 of the Earnout Shares are vested shares and liability classified valued using a Monte Carlo Simulation model.

The Vested Shares are classified as a liability which was initially measured at fair value at the closing of the Business Combination and subsequently remeasured at the end of each reporting period.

As of December 31, 2025, the earnout liability had a fair value of $22.6 million which resulted in a loss of $12.4 million for the year.

The model used to calculate the fair value is dependent on several assumptions and judgments including volatility, risk-free interest rate, and expected term of the award.

We identified the assessment of the Company’s valuation of the earnout liability as a critical audit matter.

Complex auditor judgment, and specialized skills and knowledge, were required to evaluate the volatility in the valuation model.

Additionally, changes in the volatility could have a significant effect on the Company’s valuation of the earnout liability.

The following are the primary procedures we performed to address this critical audit matter.

We involved valuation professionals with specialized skills and knowledge, who assisted in 1) evaluating the Company’s volatility used in the model by comparing it to an independently determined volatility, and 2) developing an expectation of the fair value of the earnout liability using the independently determined volatility, current price of the underlying share, and risk-free interest rate and comparing the result to the Company’s fair value estimate.

We have served as the Company’s auditor since 2025.

Milwaukee, Wisconsin

February 27, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Navitas Semiconductor Corporation (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023 and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Navitas Semiconductor Corporation (the “Company”) as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Valuation of Inventory – Expected Demand and Net Realizable Value

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s inventory balance was $15.5 million as of December 31, 2024.

The Company values inventory at lower of cost (first-in, first-out) or market.

The Company periodically reviews inventory for potential obsolescence based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and net realizable value that incorporate market conditions.

Inventory items determined to be impaired are reduced to their net realizable values.

The potential obsolescence is subjective and primarily dependent on the estimates of future demand and net realizable value for a particular product.

Changes in assumptions of product demand, the future salability of inventory, and the net realizable value of obsolete and unmarketable inventory could have a significant impact on the amount of the reserve recorded.

These assumptions include the assessment of market conditions and trends, expected demand inclusive of sales forecasts, anticipated sales and market prices, and product obsolescence.

We identified the valuation of inventory, in particular the estimate for potential obsolescence to reduce inventory to net realizable value and the significant assumptions relating to future demand and net realizable value, as a critical audit matter, because of the subjective judgments used by management, which involved significant audit effort and the use of especially challenging and subjective auditor judgment when performing audit procedures and evaluating the results of those procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Our audit procedures related to the estimates for future demand and net realizable value included the following, among others:

• Evaluating the design and implementation of internal controls related to the Company’s estimated future demand and net realizable value including the Company’s review of future demand as reflected in the quarterly sales forecasts and application within the inventory reserve calculation.

• Evaluating management’s process used in developing the estimate by:

◦ Evaluating the reasonableness of the methodology used.

◦ Evaluating the reasonableness of the significant assumptions used, including, among others:

▪ Examining purchase orders and/or other audit evidence of future demand.

▪ Performing inquiries with non-financial personnel regarding slow-moving or obsolete inventory items and future expectations for selling prices.

▪ Testing the completeness, accuracy, and relevance of the underlying data used.

▪ Assessing the reasonableness of management’s expected net realizable value as reflected in anticipated sales and market prices through agreement to third party vendor information and experienced history.

/s/ Moss Adams LLP

Los Angeles, CA

We believe that our audit provides a reasonable basis for our opinion.

/s/ Baker Tilly US, LLP

San Francisco, CA

March 19, 2025

We have served as the Company’s auditor since 2023.

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We served as the Company’s auditor from 2023 to 2025.

NAVITAS SEMICONDUCTOR CORPORATION

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Accounts receivable, net of allowance of $ 468 and $ 135 , respectively

13,982 25,858

Inventories 13,283 15,477

Prepaid expenses and other current assets 4,399 4,070

Total current assets 120,266 206,162

Restricted cash 1,745 1,503

Total current assets 259,905 121,769

Property and equipment, net 9,779 15,421

Operating lease right of use assets 5,166 6,900

Finance lease right of use assets 766 —

Intangible assets, net 53,258 72,195

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Operating lease liabilities, current

Customer deposit and deferred revenue — 10,953

Finance lease liabilities, current

Earnout liability, current

Total current liabilities 52,120 21,144

Operating lease liabilities noncurrent 3,827 5,553

Finance lease liabilities noncurrent 456 —

Earnout liability — 10,208

Deferred tax liabilities 405 441

NONCURRENT LIABILITIES 4,619 1,897

Other noncurrent liabilities — 4,619

Total liabilities 56,808 41,965

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

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NAVITAS SEMICONDUCTOR CORPORATION

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Amortization of intangible assets 18,937 18,926

Restructuring expense 1,223 —

Restructuring and impairment expense 18,049 1,223

Total operating expenses 122,012 159,014

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Dividend income 3,537 5,233

Gain (loss) from change in fair value of earnout liabilities 36,644 ( 33,788 )

Other income 102 84

(Loss) Gain from change in fair value of earnout liabilities ( 12,424 ) 36,644

Other income, net 6 102

Total other income (expense), net ( 8,018 ) 41,829

Loss before income taxes ( 115,782 ) ( 88,846 )

INCOME TAX BENEFIT ( 342 ) ( 517 )

Equity method investment gain 3,905 —

Income tax provision (benefit) 50 ( 342 )

Equity method investment (loss) gain ( 1,121 ) 3,905

Net loss $ ( 116,953 ) $ ( 84,599 )

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS — ( 518 )

NET LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS $ ( 84,599 ) $ ( 145,433 )

Net loss per common share

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Diluted net loss per share attributable to common stockholders $ ( 0.57 ) $ ( 0.46 )

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 205,573 182,460

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comprehensive

income (loss) Non-controlling Interest Total

Shares Amount

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Stock-based compensation expense related to employee and non-employee stock awards — — 39,236 — — 39,236

Shares issued in public offering 11,500 3 86,459 — — — 86,462

Shares issued in connection with buyout agreement 4,232 — 7,509 — — ( 3,110 ) 4,399

Net loss — — — ( 84,599 ) — ( 84,599 )

Balance at December 31, 2024 188,114 $ 22 $ 732,784 $ ( 384,786 ) $ ( 7 ) $ 348,013

Shares issued in connection with At-the-market offerings (ATM 1 and ATM 2) 19,781 2 99,998 — — 100,000

Shares issued in connection with PIPE offering 14,815 1 99,999 — — 100,000

Issuance of common stock under employee stock option and stock award plans 7,815 1 5,687 — — 5,688

Costs for the issuance of common stock / At-the-market offerings (ATM 1 and ATM 2) — — ( 3,249 ) — — ( 3,249 )

Costs for the issuance of common stock / PIPE — — ( 4,437 ) — — ( 4,437 )

Stock-based compensation expense related to employee and non-employee stock awards — — 14,599 — — 14,599

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Impairment of other asset — 2,014

Impairment of long-lived assets 3,783 —

Stock-based compensation expense 14,484 43,031

Allowance for expected credit losses 844 7,689

Gain from change in fair value of investment ( 3,905 ) —

(Gain) loss from change in fair value of earnout liability ( 36,644 ) 33,788

Loss (gain) from change in fair value of investment 1,121 ( 3,905 )

Loss (gain) from change in fair value of earnout liability 12,424 ( 36,644 )

Loss on disposition of property and equipment 176 148

Deferred income taxes ( 36 ) ( 599 )

Non-cash bonus accruals ( 7,882 ) ( 2,757 )

Change in operating assets and liabilities:

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CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from disposition of property and equipment 92 —

Investment purchases — ( 2,500 )

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CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the issuance of At-the-market offerings (ATM One and ATM Two) 100,000 —

Proceeds from issuance of common stock in connection with PIPE offering 100,000 —

Costs for the issuance of common stock/At-the-market offering (ATM One and ATM Two) ( 3,249 ) —

Costs for the issuance of common stock/PIPE ( 4,437 ) —

Proceeds from issuance of common stock in connection with stock option exercises 1,033 812

Proceeds from issuance of common stock in May 2023 public offering — 86,941

Payment of May 2023 public offering costs — ( 482 )

Proceeds from employee stock purchase plan 1,498 2,683

Payments on finance lease obligations ( 206 ) —

Net cash provided by financing activities 194,639 3,495

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Cash paid for income taxes $ 243 $ 296

Capital expenditures not yet paid $ 3,110 $ 499

Shares issued in connection with buyout agreement — 22,400

Cash paid for interest $ 29 $ —

Capital expenditures in accounts payable $ 148 $ 3,110

Noncash finance lease acquisition $ 985 $ —

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

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ORGANIZATION AND BASIS OF PRESENTATION

The Company was founded in 2014 and has since been developing next-generation power semiconductors including gallium nitride (GaN) power integrated circuits (ICs), silicon carbide (SiC) and associated high-speed silicon system controllers and digital isolators used in power conversion and charging.

Navitas Semiconductor Corporation (“The Company”) was founded in 2014 and has since been developing next-generation power semiconductors including gallium nitride (“GaN”) power integrated circuits (“ICs”), silicon carbide (“SiC”) and associated high-speed silicon system controllers and digital isolators used in power conversion and charging.

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

The Company has two authorized classes of common stock:

Class A and Class B.

Class A common stock, par value of $0.0001 per share (“Class A common stock”) and Class B common stock, par value of $0.0001 per share (“Class B common stock”).

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

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

The Company also has 1.0 million of preferred stock authorized with no amounts outstanding as of December 31, 2024 and 2023.

The Company also has authorized 1.0 million of preferred stock, par value of $0.0001 per share (“preferred stock”), with no amounts outstanding as of December 31, 2025 and 2024.

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

May 2023 Public Offering

On May 26, 2023, the Company completed an underwritten public offering (the “May 2023 Public Offering”) of 10,000,000 shares of its Class A common stock at a public offering price of $ 8.00 per share, before deducting underwriting discounts and commissions.

In connection with the May 2023 Public Offering, the Company granted the underwriters of the offering a 30 -day option to purchase up to an additional 1,500,000 shares of the Company’s Class A common stock (the “Option Shares”) from the Company at the same public offering price.

On June 1, 2023, the underwriters exercised in full their option to purchase the Option Shares.

The sale of the Option Shares closed on June 5, 2023.

After deducting underwriting discounts and commissions and before deducting offering expenses payable by the Company, the Company received net proceeds of $ 75.6 million and $ 11.3 million from the May 2023 Public Offering and sale of the Option Shares, respectively.

The total net proceeds received by the Company after deducting offering expenses was $ 86.5 million.

The Company intends to use the net proceeds for working capital and other general corporate purposes, including potential acquisitions or strategic manufacturing investments.

In February 2023, the Company acquired the remaining minority interest in its silicon control IC joint venture from Halo Microelectronics for a purchase price of $ 22.4 million in Navitas stock.

See Note 18 - “Noncontrolling Interest” for more information.

Private Placement of Common Stock (“PIPE” Offering)

On November 7, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with accredited investors for a private placement of 14,814,813 shares of Class A common stock at $6.75 per share.

The transaction closed on November 10, 2025, with Needham & Company as sole placement agent, resulting in gross proceeds of approximately $100.0 million and offering-related costs of $4.4 million.

Net proceeds will be used for working capital and general corporate purposes, including support of strategic initiatives in high-power markets.

Execution of At-The-Market Agreement

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 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 could, 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.

All sales were completed in the second quarter of 2025.

Basis of Consolidation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying consolidated financial statements are prepared in accordance with U.S.

Generally Accepted Accounting Principles (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The consolidated financial statements include the accounts of the Company, its wholly owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model.

All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and the accompanying notes.

Actual results could differ from those estimates.

On an ongoing basis, management evaluates the assumptions used in making estimates, including those related to (i) the collectability of accounts receivable;

(ii) write-down for excess and obsolete inventory;

(iii) warranty obligations;

(iv) the value assigned to and estimated useful lives of long-lived assets;

(v) the realization of tax assets and estimates of tax liabilities and tax reserves;

(vi) recoverability of intangible assets;

(vii) the computation of stock-based compensation;

(viii) accrued compensation and other expenses;

and (ix) the recognition of revenue.

These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

The Company engages third-party valuation specialists to assist with estimates related to the valuation of intangible assets, stock options, restricted common stock awards, and, earnout shares.

(iii) the value assigned to and estimated useful lives of long-lived assets;

(iv) the realization of tax assets and estimates of tax liabilities and tax reserves;

(v) recoverability of intangible assets;

(vi) the computation of stock-based compensation;

(vii) accrued compensation and other expenses;

(viii) the recognition of revenue;

and (ix) earnout liability .

These estimates are based on historical experience, current economic and market conditions, and other relevant factors and assumptions that management believes to be reasonable under the circumstances.

Although the Company believes its estimates, assumptions, and judgments are reasonable, because of the uncertainty inherent in these matters, actual results could differ.

The Company engages third-party valuation specialists to assist with estimates related to the valuation of intangible assets, stock options, and earnout shares.

Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs.

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Significant Accounting Policies

Segment Reporting

The Company is organized and operates as one reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in 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.

The Company’s Chief Operating Decision Maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.

See Note 3 - “Segment Information” for more information.

Revenue Recognition

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(1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.

Product revenues consist of sales to distributors, original equipment manufacturers, or OEMs, and merchant power supply manufacturers.

Product revenues consist of sales to distributors, original equipment manufacturers (“OEMs”), and merchant power supply manufacturers.

The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer.

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When the Company receives orders for products to be delivered over multiple dates that may extend across several reporting periods, the Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered.

The Company has also elected the practical expedient to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.

The majority of sales to international customers that are shipped from the Company’s or its vendor’s facility outside of the United States are pursuant to EX Works, or EXW, shipping terms, meaning that control of the product transfers to the customer upon shipment from the Company’s or its vendors’ foreign warehouse.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

The Company has also elected the practical expedient to expense commissions when incurred as the amortization period of the commission is less than one year.

The majority of sales to international customers that are shipped from the Company’s or its vendor’s facility outside of the United States are pursuant to EX Works (“EXW”), shipping terms, meaning that control of the product transfers to the customer upon shipment from the Company’s or its vendors’ foreign warehouse.

Sales returns and allowances are estimated based on historical claims data and expected future claims.

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Historically, distributor stock rotation adjustments have been insignificant.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

The Company generally provides an assurance warranty that its products will substantially conform to the published specifications for twelve months from the date of shipment.

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The determination of estimated fair value requires the Company to make significant estimates and assumptions.

These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and asset lives, among other items.

These determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, and asset lives, among other items.

As a result, the Company may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the acquisition date) with the corresponding offset to goodwill.

Transaction costs associated with business combinations are expensed as they are incurred.

Inventories (which consist of costs associated with the purchases of wafers from foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and overhead, including depreciation and amortization, associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or market.

Inventories (which consist of costs associated with the purchases of wafers from foundries and of packaged components from assembly manufacturers, as well as internal labor and overhead, including depreciation and amortization, associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or net realizable value.

The Company periodically reviews inventory for potential obsolescence and declining values through periodic assessments, considering factors including estimates for future demand and net realizable value.

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The Company capitalizes inventory when it is intended for commercial sale or use in production, while costs associated with research and development activities are only capitalized as supplies inventory when an alternative future use has been established.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Stock-based compensation

The Company measures and recognizes compensation expense for all stock-based awards based on the grant date fair value of the awards.

The Company recognizes compensation expense over the requisite service period in the consolidated statements of operations for restricted stock awards or vesting terms .

RSUs - The fair value per unit of each RSU grant award is determined on the grant date based on the Company’s stock price.

The Company recognizes compensation expense over the requisite service period in the consolidated statements of operations for restricted stock awards.

RSUs - The fair value per unit of each restricted stock unit (“RSU”) grant award is determined on the grant date based on the Company’s stock price.

Stock-based compensation is recognized on a straight-line basis over the requisite service period of the award.

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ESPP - We currently use the Black-Scholes option-pricing model to estimate the fair value of our Employee Stock Purchase Plan (“ESPP”) awards and amortize the expense over the requisite service period in the consolidated statements of operations .

The option pricing model requires management to make assumptions and to apply judgment in determining fair value of the awards.

The option pricing model requires management to make assumptions and to apply judgment in determining

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

fair value of the awards.

The most significant assumptions and judgments include the expected volatility, risk-free interest rate, expected dividend rate and expected term of the award.

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The Company elected to treat stock-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize compensation expense on a straight-line basis over the requisite service period.

LTIPs - The fair value for each tranche of the Long-term Incentive Plan Stock Option (“LTIP”) awards was determined using Black-Scholes model and a Monte Carlo simulation estimated at the initial grant date.

LTIP Awards - The fair value for each tranche of the Long-term Incentive Plan Stock Option (“LTIP”) awards was determined using Black-Scholes model and a Monte Carlo simulation estimated at the initial grant date.

We utilized the services of a professional valuation firm to develop the grant date fair value.

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Awards are not recognized until they are deemed to be probable to vest, and awards may be unrecognized if they are determined to be no longer probable.

As a result of certain employee terminations during 2025, all LTIP awards were forfeited, and the LTIP is no longer applicable as of December 31, 2025 .

Current income tax expense is an estimate of current income taxes payable or refundable in the current fiscal year based on reported income before income taxes.

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In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations and financial position.

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The Company had no accrued interest and penalties at December 31, 2025 and 2024.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Accounts receivable

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Past-due balances exceeding 90 days and other higher-risk amounts are individually assessed.

If a customer’s financial condition deteriorates, impacting their ability to pay, additional allowances may be required.

If a customer’s financial condition deteriorates, impacting its ability to pay, additional allowances may be required.

Management conducts a thorough analysis of each customer account to determine the appropriate allowance level.

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Accounts receivable also include unbilled receivables, which primarily represent revenue recognized for services performed but not yet invoiced to customers.

All unbilled accounts receivables are expected to be billed and collected within twelve months.

All unbilled receivables are expected to be billed and collected within twelve months.

Fair Value Measurements

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In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging”.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Long-Lived Assets

Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Intangible Assets

Finite-lived intangible assets are amortized over their estimated useful lives and reviewed for impairment in accordance with the Company’s long-lived asset impairment policy when indicators of impairment are present.

Intangible assets acquired in a business combination are recorded at fair value on the acquisition date.

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

The 8,433,333 warrants issued in connection with Live Oak’s Initial Public Offering (the “Public Warrants”), the 4,666,667 Private Placement Warrants and the Earnout Shares associated with Vested Shares are recognized as derivative liabilities in accordance with ASC 815.

Accordingly, the Company recognizes the warrant instruments and earnout shares as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised.

The Public Warrant quoted market price was used as the fair value for the Public Warrants and the Private Placement Warrants as of each relevant date.

The Earnout shares were valued using a Monte Carlo analysis.

Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of significant current assets or require the creation of current liabilities.

There were no outstanding warrants as of December 31, 2024, and December 31, 2023.

Intangible Assets

Long-lived assets, such as property and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.

The Company expense external costs, such as filing fees and associated attorney fees, incurred to obtain patents, but capitalized patents obtained through acquisition as intangible assets.

The Company also expense costs associated with maintaining and defending patents subsequent to their issuance.

Goodwill represents the excess of the purchase price over the fair value of tangible and intangible assets acquired.

The carrying value of goodwill is reviewed for possible impairment in accordance with the authoritative guidance on goodwill, intangibles and other.

The Company assesses possible impairments to goodwill at least annually, or more frequently when events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value.

The Company expenses external costs, such as filing fees and associated attorney fees, incurred to obtain patents and capitalizes patents obtained through acquisition as intangible assets.

The Company also expenses costs associated with maintaining and defending patents subsequent to their issuance.

Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired in a business combination.

Goodwill is not amortized, but is tested for impairment annually as of September 30, or more frequently if events or changes in circumstances indicate that goodwill may be impaired, by performing a qualitative assessment on the Company’s reporting unit.

The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount.

In performing a qualitative assessment, the Company considers events and circumstances, including, but not limited to, macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in market value, and any changes in the market price of the Company’s common stock.

If the Company determines that it is more likely than not the carrying value is greater than the fair value of a reporting unit after assessing the totality of facts and circumstances, a quantitative assessment is performed to determine the reporting unit fair value and measure the impairment.

If the Company determines that it is more likely than not the fair value is greater than the carrying amount, then a quantitative assessment is not required.

Cash and Cash Equivalents

The Company considers cash invested in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents.

The Company considers cash investments in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents.

Restricted Cash

The Company’s restricted cash consists of funds held in a SAFE account in China, which are legally restricted from withdrawal for general corporate purposes.

These funds are designated exclusively for the settlement of employee obligations related to restricted stock unit (RSU) and stock option releases, as well as the remittance of applicable taxes.

The Company holds an investment in an affiliate over which it has significant influence but does not maintain a controlling interest, the Company applies the equity method of accounting.

The Company’s restricted cash consists of cash held in escrow pursuant to a separation agreement with a former executive coupled with cash held in a SAFE (“State Administration of Foreign Exchange”) account in China.

The escrowed funds are restricted for use solely to satisfy contractual compensation obligations and to be disbursed through August 31, 2026.

The SAFE funds are designated exclusively for the settlement of employee obligations related to RSU and stock option exercises, as well as the remittance of applicable taxes.

Both the escrow and SAFE accounts are legally restricted from withdrawal for general corporate purposes.

Restricted cash is classified as a current asset in the Consolidated Balance Sheets.

The Company holds an investment in an affiliate over which it has significant influence but does not maintain a controlling interest, and therefore the Company applies the equity method of accounting.

This investment is reported under Other assets in the Consolidated Balance Sheets.

The Company’s share of earnings and losses from this investment is recognized under “Equity method investment gain” on the Consolidated Statements of Operations.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

The Company’s share of earnings and losses from this investment is recognized under Equity method investment gain/(loss) on the Consolidated Statements of Operations.

Foreign Currency Risk and Foreign Currency Translation

As of December 31, 2024, the Company’s primary transactional currency was U.S.

Gains and losses arising from the remeasurement of non-functional currency balances are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations.

The Company realized a foreign currency transaction net loss of $ 0.3 million and $ 0.4 million in 2024 and 2023, respectively.

The Company’s functional and reporting currency is the U.S.

Gains and losses arising from the remeasurement of foreign currency balances are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations.

The Company realized a foreign currency transaction net gain of $0.1 million and net loss of $0.3 million in 2025 and 2024, respectively.

The functional currencies of the Company’s non-U.S.

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Dollars at the current exchange rates as of the applicable balance sheet date.

Non-monetary assets and liabilities into U.S.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Non-monetary assets and liabilities are translated into U.S.

Dollars at the applicable historical rates.

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Advertising costs, which are included in selling, general and administrative expenses, are expensed as incurred.

They are not material in 2024 and 2023.

Such costs were not material in 2025 and 2024.

Research and Development

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These expenses include employee compensation, benefits and related costs of sustaining the Company’s engineering teams, project material costs, third party fees paid to consultants, prototype development expenses, and other costs incurred in the product and technology design and development processes.

Reclassifications

Certain items in the prior period’s Condensed Consolidated Balance Sheets and condensed consolidated statements of operations have been reclassified to conform to the presentation for the twelve months ended December 31, 2024.

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

Additionally, for the prior period, the Company reclassed $ 0.9 million from inventories to prepaids and other current assets related to the sales returns inventory.

The Company reclassed $ 1.4 million from prepaids and other current assets to other assets and $ 1.9 million from accounts payable and other accrued expenses to its own line for accrued royalties related to an indemnity asset and royalty liability, respectively.

Additionally, the Company reclassed $ 0.9 million from cash and cash equivalents to restricted cash.

During the year ended December 31, 2024, the Company revised its presentation of stockholders’ equity to separately present Class A and Class B Common Stock, previously combined in prior periods.

This reclassification had no impact on total stockholders’ equity or financial results.

In 2023, in the Statement of Cash Flows, the Company reclassified $ 1.3 million from Accounts Payable within operating activities to financing activities under Proceeds from the Employee Stock Purchase Plan (ESPP), coupled with a $ 2.8 million reclassification from Accounts Payable to Non-cash Bonus Accruals.

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

Segment Reporting

The Company is organized and operates as one reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in next-generation power semiconductors including GaN power ICs, SiC devices and associated high-speed silicon system controllers, and digital isolators used in power conversion and charging.

The Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.

See Note 3 - “Segment Information” for more information.

Recently Issued Accounting Standards

In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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.

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

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

Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

The Company is evaluating the impact that this ASU will have on the presentation of its consolidated financial statements.

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

Recently Issued Accounting Standards

In December 2023, FASB issued ASU 2023-09, titled Income Taxes (Topic 740):

Recently Adopted Accounting Pronouncements

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid.

This updated standard will be effective for annual periods starting in fiscal 2025 and interim periods beginning in the first quarter of fiscal 2026.

Early adoption is permitted.

The Company is currently assessing the impact of this standard and anticipates that it will result in disclosure changes only.

In November 2024, the FASB issued ASU No.

This updated standard will be effective for annual periods starting in fiscal 2028 and interim periods beginning in the first quarter of fiscal 2029.

Early adoption is permitted.

The impact of the updated standard on the financial statement disclosures is currently being assessed..

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) introduced Accounting Standard Update (ASU) 2023-07, titled Segment Reporting (Topic 280):

The Company has elected to adopt ASU 2023-09 on a prospective basis.

The new disclosure requirements have been adopted in this Form 10-K for the year ending December 31, 2025, as disclosed in Note 14 - “Provision for Income Taxes”.

In November 2023, the Financial Accounting Standards Board (FASB) introduced Accounting Standard Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This update mandates that all public entities, including those with a single reportable segment, disclose one or more measures of segment profit or loss that the chief operating decision maker (CODM) uses to allocate resources and assess performance during interim and annual reporting periods.

This update mandates that all public entities, including those with a single reportable segment, disclose one or more measures of segment profit or loss that the CODM uses to allocate resources and assess performance during interim and annual reporting periods.

Furthermore, the standard requires the disclosure of significant segment expenses, other relevant segment items, and additional qualitative information.

The Company adopted ASC 2023-07 and all related subsequent amendments during the current reporting period, as disclosed in Note 3 - “Segment Information” of this Form 10-K.

The Company adopted ASC 2023-07 and all related subsequent amendments in the year ending December 31, 2024.

This Form 10-K does not include any other newly implemented accounting standards or pronouncements beyond those detailed above.

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Navitas operates as a single operating segment under ASC 280 - Segment Reporting, which establishes requirements for public entities to disclose financial information about operating segments.

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

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

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

While product-level data is available internally, it is not used for performance evaluation or resource allocation.

Additionally, the CODM reviews detailed breakdowns of significant expenses, such as selling, general, and administrative (“SG&A”) expenses and research and development (“R&D”) costs, which are already disclosed in the income statement.

Below is an overview of the specific items reviewed by the CODM.

Year Ended December 31,

NET REVENUES $ 83,302 $ 79,456

COST OF REVENUES (exclusive of amortization of intangibles included below)

54,963 48,392

OPERATING EXPENSES:

Stock-based compensation 42,703 54,028

Employee 45,693 39,912

Amortization of intangible assets 18,926 18,820

Other 51,692 36,436

Total operating expenses $ 159,014 $ 149,196

Operating loss $ ( 130,675 ) $ ( 118,132 )

Other income (expense) 41,829 ( 28,336 )

Loss before income taxes $ ( 88,846 ) $ ( 146,468 )

Income tax benefit ( 342 ) ( 517 )

Equity method investment gain 3,905 —

Net loss $ ( 84,599 ) $ ( 145,951 )

net loss attributable to noncontrolling interests — ( 518 )

Net loss attributable to controlling interests $ ( 84,599 ) $ ( 145,433 )

The CODM also utilizes the Company’s consolidated budget, consolidated forecast models as a key input to resource allocation and assess performance of the business, and monitors budget versus actual results on a consolidated basis.

The CODM does not review any measures of financial results beyond what is presented in the accompanying statement of operations.

A CCOUNTS RECEIVABLE

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Accounts receivable, net $ 3,621 $ 13,982

Unbilled receivables relate to two customers.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Allowance for credit losses activity (in thousands):

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PROPERTY AND EQUIPMENT, NET

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

December 31, 2024 December 31, 2023

Furniture and fixtures $ 330 $ 244

Computers and other equipment 11,714 10,339

Leasehold improvements 4,302 2,360

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

December 31, 2025 December 31, 2024 Estimated Useful Lives

Furniture and fixtures $ 295 $ 330 3 — 7 years

Computers and other equipment 13,015 11,714 2 — 5 years

Leasehold improvements 4,383 4,302 2 — 6 years

Construction in Progress 2,660 6,887

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Total $ 9,779 $ 15,421

For the years ended December 31, 2024 and 2023, depreciation expense was $ 3.0 million and $ 2.2 million, respectively, and was determined using the straight-line method over the following estimated useful lives:

Furniture and fixtures

Computers and other equipment

Leasehold improvements

See below for the Company’s long-lived assets, net by region as of December 31, 2024:

During the fourth quarter of 2025, in connection with the Company’s Navitas 2.0 Restructuring Plan (see Note 18 - “Restructuring and Impairment”), the Company recorded a $3.8 million non-cash impairment charge to reduce the carrying value of certain assets to their estimated fair values.

The impairment charge is included in Restructuring and impairment expense in the Consolidated Statements of Operations for the year ended December 31, 2025.

Fair value was determined based on a third-party valuation that utilized market participant assumptions and observable market data, where available.

The valuation incorporated estimates of expected disposal/trade-in values and other relevant inputs.

Property, plant, and equipment are stated at cost less accumulated depreciation and impairment losses.

For the years ended December 31, 2025 and 2024, depreciation expense was $ 3.5 million and $ 3.0 million, respectively, and was determined using the straight-line method over the estimated useful lives.

See below for the Company’s long-lived assets, net by region as of December 31, 2025 (in thousands):

United States International Total

Property and Equipment $ 7,076 $ 2,703 $ 9,779

Operating ROU Assets 3,861 3,039 6,900

Operating right-of-use ("ROU") Assets 2,947 2,219 5,166

Finance ROU Assets — 766 766

Other Assets 8,052 328 8,380

Total $ 18,075 $ 6,016 $ 24,091

The Company’s long-lived assets, net by region as of December 31, 2023:

The Company’s long-lived assets, net by region as of December 31, 2024 (in thousands):

United States International Total

Property and Equipment $ 12,196 $ 3,225 $ 15,421

Operating ROU Assets 4,831 3,437 8,268

Operating right-of-use ("ROU") Assets 3,861 3,039 6,900

Other Assets 10,005 473 10,478

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FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The accounting guidance on fair value measurements clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, the guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

(Level 1) observable inputs such as quoted prices for identical assets in active markets;

(Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly;

and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

The short-term nature of the Company’s cash and cash equivalents, accounts receivable, debt and current liabilities causes each of their carrying values to approximate fair value for all periods presented.

Cash equivalents classified as Level 1 instruments was $ 66.5 million for December 31, 2024 and $ 139.0 million for 2023.

The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2024 (in thousands):

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.

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

Level 1 Level 2 Level 3 Total

Money market funds

$ 185,050 $ — $ — $ 185,050

Total $ 185,050 $ — $ — $ 185,050

Level 1 Level 2 Level 3 Total

Earnout liability $ — $ — $ 22,632 $ 22,632

Total $ — $ — $ 22,632 $ 22,632

The following table presents the Company’s fair value hierarchy for financial liabilities as of December 31, 2023:

The following table presents the Company’s fair value hierarchy for financial instruments as of December 31, 2024 (in thousands):

Level 1 Level 2 Level 3 Total

Money market funds

$ 66,525 $ — $ — $ 66,525

Total $ 66,525 $ — $ — $ 66,525

Level 1 Level 2 Level 3 Total

Earnout liability $ — $ — $ 10,208 $ 10,208

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(In thousands):

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Fair Value Measurements Using Significant Unobservable Inputs

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Balance at December 31, 2025 $ 22,632

GOODWILL AND INTANGIBLES

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

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from 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 on September 30, 2024, the fair market value of the Company's stock continues to exceed its carrying value, with no indicators of impairment as of December 31, 2024.

GOODWILL AND INTANGIBLES

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.

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

There were no changes to goodwill during the fiscal year ended December 31, 2025.

The following table presents the changes in the Company’s goodwill balance for the fiscal year ended December 31, 2023 (in thousands):

Balance at December 31, 2022 $ 161,527

Purchase price adjustment ¹ 1,688

Balance at December 31, 2023 $ 163,215

¹ In 2023, the Company received information regarding products shipped by GeneSiC to a distributor prior to the Company’s acquisition of GeneSiC.

GeneSiC had the option, but not the obligation, to accept returns sold to the distributor.

The Company determined that a $ 1.7 million return liability should have been recorded as of the close of the acquisition on August 15, 2022.

The Company recorded the return liability as a purchase price adjustment in 2023, resulting in an increase to goodwill and accounts payable and other accrued expenses of $ 1.7 million.

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.

The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2025 (in thousands):

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Developed Technology 54,677 ( 44,741 ) 9,936 Straight line 4 - 10 years

In-process R&D 1,177 — 1,177 Indefinite N/A

Patents 34,900 ( 8,294 ) 26,606 Straight line 5 - 15 years

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Balance at December 31, 2023 $ 91,099

Additions to intangible assets 4,299

Other Adjustments 22

Amortization expense ( 18,926 )

Balance at December 31, 2024 $ 72,195

Other Adjustments 22

Amortization expense ( 18,937 )

Balance at December 31, 2025 $ 53,258

The amortization expense was $ 18.9 million for the fiscal year ended December 31, 2024 and was $ 18.8 million for the fiscal year ended December 31, 2023.

There were no impairment charges during the years ended December 31, 2025 and 2024.

The accumulated impairment losses for the years ended December 31, 2025 and 2024 were $0.

The Company's intangible assets reside in the United States, with no material intangible assets located in foreign countries.

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

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Total $ 53,258

There were no impairment charges during the years ended December 31, 2024 and 2023.

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

The Compa ny has entered into operating leases primarily for commercial buildings.

A s of December 31, 2024 no operating lease agreements contain economic penalties for the Company to extend the 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 December 31, 2024 , all leases recorded on the Company’s Consolidated Balance Sheets were operating leases.

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

A s of December 31, 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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Total variable expense was $ 0.1 million and $ 0.3 million for the fiscal years ended December 31, 2025 and 2024, respectively.

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

Fiscal Years Ended

December 31, 2024 December 31, 2023

In December 2025, the Company entered into non-cancelable operating leases for office and R&D space in Santa Clara, California and Shanghai, China.

The leases have a non-cancelable term of 26 months and 36 months, respectively.

As of December 31, 2025, the Company has not recognized right-of-use assets or lease liabilities related to these leases as the premises were not yet available for use.

The payments for these leases are approximately $0.1 million and $0.4 million for the year, respectively, beginning in 2026.

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

Operating Leases 2025 2024

Cash paid for operating lease liabilities $ 2,067 $ 2,288

Operating lease cost $ 2,323 $ 2,036

Non-cash right-of-use assets obtained in exchange for new operating lease obligations $ 650 $ 3,230

Weighted-average remaining lease term 4.02 4.88

Right-of-use assets obtained in exchange for new operating lease liabilities $ 215 $ 650

Finance Lease

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 3.14 2.33

Weight-average discount rate 4.9% 5.0%

Maturities of lease liabilities (in thousands) due in the 12-month period ending December 31,

Less imputed interest 737

Total lease liabilities $ 7,320

Operating lease expense $ 2,031 $ 2,323

Finance lease amortization $ 219 $ —

Finance lease interest expense $ 29 $ —

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

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

Fiscal Year Ending December 31, Operating Leases Finance Lease

2026 $ 2,095 $ 353

2027 1,861 353

2028 1,711 118

Less imputed interest (433) (45)

Total lease liabilities $ 5,693 $ 779

STOCK-BASED COMPENSATION

Equity Incentive Plans

The 2020 Equity Incentive Plan (“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.

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, RSU awards, stock appreciation rights, and other stock awards to employees, directors and consultants.

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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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) such amount, if any, as the board of directors may determine.

As of December 31, 2024 , the Company has issued 6,500,000 n on-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 December 31, 2025 , the Company has no non- statutory stock options under the 2021 Plan.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

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 years ended December 31, 2024 and 2023:

The following table summarizes the stock-based compensation expense recognized for the years ended December 31, 2025 and 2024 (in thousands) :

Years Ended December 31,

(In thousands) 2024 2023

Cost of goods sold $ 230 $ 328

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Total stock-based compensation expense $ 14,484 $ 43,031

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Stock Options

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Exercised (1,399) 0.74

Forfeited or expired ( 16 ) 1.06

Outstanding at December 31, 2025 100 $ 0.72 3.5

Vested and exercisable at December 31, 2025 100 $ 0.72 3.5

During the years ended December 31, 2024 and 2023, the Company recognized $ 0.1 million and $ 0.5 million, respectively, of stock-based compensation expense for the vesting of outstanding stock options, excludi ng $ 2.5 million and $ 7.9 million , respectively, related to the LTIP Options described below.

At December 31, 2024 , unrecognized compensation cost related to unvested options was immaterial.

T he weighted-average period over which this remaining compensation cost will be recognized i s 0.0 years.

During the year ended December 31, 2025, the Company recognized an immaterial amount o f stock-based compensation expense for the vesting of outstanding stock optio ns.

For the year ended December 31, 2024, the Company recognized $ 0.1 million of stock-based compensation expense for the vesting of outstanding stock options.

Long-term Incentive Plan Stock Options

The Company awarded a total of 6,500,000 performance stock options (“2021 LTIP Options”) to certain members of senior management on December 29, 2021, pursuant to the 2021 Plan.

These non-statutory options are intended to be the only equity awards for the recipients over the duration of the performance period.

The options vest in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $ 15 to $ 60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date.

The options have an exercise price of $ 15.51 per share and the average fair value on the grant date was $ 9.14 based on the Black-Scholes model and a Monte Carlo simulation incorporating 500,000 scenarios.

The weighted average contractual period remaining is 7.0 years.

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

The valuation model utilized the following assumptions:

These non-statutory options were intended to be the only equity awards for the recipients over the duration of the performance period.

The options vested in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $ 15 to $ 60 per

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date.

The options had an exercise price of $ 15.51 per share and the average fair value on the grant date was $ 9.14 based on the Black-Scholes model and a Monte Carlo simulation incorporating 500,000 scenarios.

The weighted average contractual period remaining is 6.0 years.

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

The valuation model utilized the following assumptions:

Risk-free interest rate

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Weighted-average grant date fair value of options

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 $ 4.0 million and $ 6.9 million of stock-based compensation expense for the years ended December 31, 2024 and 2023, respectively.

The unrecognized compensation expense related to probable tranches in the 2021 LTIP Options is $ 2.2 million as of December 31, 2024 , and compensation expense will be recognized over 2.5 years.

If the Company achieves all revenue and EBITDA performance metrics, the total incremental recognized expense would be $ 40.7 million.

On a quarterly basis, management reviewed the probable achievement for each of the tranches in the 2021 LTIP Options in regards to revenue and EBITDA, which included assumptions for forecasted revenue and EBITDA.

During the year ended December 31, 2025 , the members of senior management who were recipients of the “2021 LTIP Options” left the Company.

Therefore, the Company recognized a reversal of previously recorded stock-based compensation expense of $16.5 million for the year ended December 31, 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 $4.0 million of stock-based compensation expense for the year ended December 31, 2024 associated with the award .

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.

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 7.6 years.

The Black-Scholes model and a Monte Carlo simulation incorporated 100,000 scenarios.

The options vested in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $ 15 to $ 60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date.

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

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

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Weighted-average grant date fair value of options $ 2.89

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 the Company reversed the associated stock-based compensation.

The Company recognized $ 0.6 million of stock-based compensation through the date of forfeiture in 2024 and $ 1.1 million of expense for 2023.

The Company reversed the cumulative $ 2.1 million of stock-based compensation for the year ended December 31, 2024 .

No compensation expense related to the 2022 LTIP Options will be recognized subsequent to December 31, 2024.

As a result, such options were forfeited and no expense was recognized for the year ended December 31, 2025 .

As of December 31, 2025, there were no 2022 LTIP Options remaining as the participants have left the Company.

The Company recognized $0.6 million of stock-based compensation through the date of forfeiture in 2024 and reversed the cumulative $2.1 million of stock-based compensation for the year ended December 31, 2024 .

Restricted Stock Units

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

A summary of RSUs outstanding as of December 31, 2024, and activity during the year then ended, is presented below:

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December 31, 2025 and 2024

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

A summary of RSUs outstanding as of December 31, 2025, and activity during the year then ended, is presented below:

Restricted Stock Unit Awards Shares

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Outstanding at December 31, 2024 9,552 $ 6.63

Granted 5,556 5.21

Vested ( 7,005 ) 5.68

Forfeited ( 1,871 ) 6.48

Outstanding at December 31, 2025 8,702 $ 6.04

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The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities of $ 0.5 million related to fiscal year 2025 (included in Accrued compensation expenses on the Consolidated Balance Sheets), by issuing a variable number of fully-vested restricted stock units to its employees in 2025.

Based on the closing share price of the Company’s Class A common stock of $ 3.57 on December 31, 2024, approximately 1.0 million shares would be issued, however the actual number of shares will be based on the share price at the date of settlement.

Based on the closing share price of the Company’s Class A common stock of $ 7.14 on December 31, 2025, approximately 0.1 million shares would be issued;

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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The first offering period under the 2022 ESPP commenced in February 2023 and the second offering in September 2023.

For the years ended December 31, 2024 and 2023 , employees who elected to participate in the ESPP purchased 801,465 and 257,963 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $ 2.7 million and $ 1.3 million , respectively.

The purchase price was $ 4.55 and $ 2.19 , which was 15 % of the fair market value in March and September 2024, respectively.

For the years ended December 31, 2025 and 2024 , employees who elected to participate in the ESPP purchased 698,105 and 801,465 shares of common stock under the 2022 ESPP, respectively, resulting in cash proceeds to the Company of $1.5 million and $2.7 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 December 31, 2025, the Company had 1,242,467 remaining authorized shares available for purchase.

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Other Share Awards

In connection with the acquisition of the remaining minority interest of a silicon control IC joint venture, as described in Note 18 - “Noncontrolling Interest”, the Company issued 841,729 fully vested shares to certain former employees of the joint venture with a grant date fair value totaling $ 4.5 million.

Such amount has been recognized as stock-based compensation expense during the year ended December 31, 2023.

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

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

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.

The Company recognized $ 0.6 million and $ 0.9 million of stock-based compensation expense related to the vesting of these shares during the year ended December 31, 2024 and 2023 , respectively.

During the year ended December 31, 2025, the Company recorded $0.2 million of 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 $0.6 million of stock-based compensation expense related to the vesting of these shares during the year ended December 31, 2024.

Unvested Earnout Shares

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

While the release of these shares require achievement of the Earn-out Milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares.

As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $ 19.1 million (or $ 11.52 per share).

During the year ended December 31, 2024 and 2023 , the Company recognized $ 0.2 million and $ 0.3 million of stock-based compensation expense for the vesting of earnout shares.

As of the beginning of the second quarter of fiscal year 2023, these earnout shares had fully vested.

While the release of these shares require achievement of the earnout milestones, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares.

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).

During the year ended December 31, 2025 and 2024 , the Company recognized $ 0.1 million and $ 0.2 million of stock-based compensation expense related to the forfeitures of earnout shares.

At December 31, 2025 and 2024 , there was no remaining compensation cost related to unvested earnout shares, except for forfeitures.

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EARNOUT LIABILITY

Certain of the Company’s stockholders are entitled to receive an aggregate of up to 10,000,000 Earnout Shares of the Company’s Class A common stock if the Earnout Milestones are met.

The Earnout Milestones represent three independent criteria, each of which entitles the eligible stockholders to an aggregate of up to 3,333,333 Earnout Shares per milestone met.

Certain of the Company’s stockholders are entitled to receive an aggregate of up to 10,000,000 earnout shares of the Company’s Class A common stock (the “Earnout Shares”) contingent upon the fulfillment of the earnout milestones.

As of December 31, 2025, 9,713,212 of the Earnout Shares are vested shares and liability classified using the Monte Carlo analysis and 286,788 number of shares are unvested and equity classified.

The earnout milestones consist of three independent criteria, each of which entitles the eligible stockholders to an aggregate of up to 3,333,333 Earnout Shares per milestone met.

Each earnout milestone is considered met if at any time between March 18, 2022 (150 days following the Business Combination) and October 19, 2026, the volume-weighted average price of the Company’s Class A common stock is greater than or equal to $ 12.50 , $ 17.00 or $ 20.00 for any twenty trading days within any thirty -trading day period, respectively.

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These Earnout Shares have been categorized into two components:

(i) the “Vested Shares” - those associated with stockholders with vested equity at the closing of the Business Combination that will be earned upon achievement of the Earnout Milestones.

Any forfeited shares from unvested holders will be reallocated among the remaining earnout holders and (ii) the “Unvested Shares” - those associated with employee stockholders with unvested equity at the closing of the Business Combination which are subject to forfeiture if the employee left prior to the achievement of the Earnout Milestones.

As the implicit service period has passed, these shares now remain contingent solely on meeting the earnout performance condition.

(i) the “Vested Shares” - those associated with stockholders with vested equity at the closing of the Business Combination that will be earned upon achievement of the earnout milestones (ii) the “Unvested Shares” - those associated with employee stockholders with unvested equity at the closing of the Business Combination which are subject to forfeiture if the employee left prior to the achievement of the earnout milestones.

The Vested Shares are classified as liabilities in the Consolidated Balance Sheets and the Unvested Shares are equity-classified stock-based compensation to be recognized over time (see Note 10 - “Stock-based Compensation”).

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The change in fair value of the earn-out liability is recorded as part of Other income (expense), net in the consolidated statement of operations.

Any forfeited shares from unvested holders will be reallocated among the remaining earnout holders.

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

The assumptions utilized in the calculation are

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

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

The forecasted stock price is a significant input in this analysis.

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

based on the achievement of certain stock price milestones including volatility, risk-free rate and expected term of the award.

The valuation model utilized the following assumptions:

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Risk-free interest rate 3.52 % 4.23 %

Equity volatility rate 90 % 70 %

As of December 31, 2024 and 2023 , the earnout liability had a fair value of $ 10.2 million and $ 46.9 million, respectively which resulted in a gain in the fair value of the earnout liability of $ 36.7 million and a loss in the fair value of the earnout liability of $ 33.8 million for the year ended December 31, 2024 and 2023 , respectively, due to the fluctuations in the fair value of the earnout liability.

Volatility 93 % 90 %

As of December 31, 2025 and 2024 , the earnout liability had a fair value of $ 22.6 million and $ 10.2 million, respectively, which resulted in a loss in the fair value of the earnout liability of $ 12.4 million and a gain in the fair value of the earnout liability of $ 36.6 million for the year ended December 31, 2025 and 2024, respectively, due to the fluctuations in the fair value of the earnout liability.

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 (in thousands):

The following customers represented 10% or more of the Company’s net revenues (in thousands) for the twelve months ended December 31, 2025 and 2024:

Year Ended December 31,

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Distributor A * 56 %

Distributor B 46 % *

Distributor C 11 % *

At the end of 2024, the Company terminated its distribution agreement with Distributor A.

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Given the termination, the Company re-evaluated the recoverability of its inventory and recorded a write-down of $5.0 million to Cost of revenues for the year ended December 31, 2024.

Additionally, the Company also had a research and development project related to creating future products for distribution to this customer, which was abandoned resulting in a $ 1.7 million charged to Research and development for the year ended December 31, 2024.

Additionally, the Company also had a R&D project related to creating future products for distribution to this customer, which was abandoned resulting in a $1.7 million charge to Research and development for the year ended December 31, 2024.

Revenues by Geographic Area

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Total 100 % 100 %

Individual foreign country information in the table above is not broken out further, as revenues related to the individual foreign countries not listed above are not material.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consisted principally of cash, cash equivalents and trade receivables.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and trade receivables.

The Company maintains its cash and cash equivalents with high-credit quality financial institutions.

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Distributor A 1

Distributor B 26 % *

Distributor C 18 % *

Distributor D 13 % *

Distributor E 12 % *

¹ At the end of 2024, the Company terminated its distribution agreement with Distributor A.

Concentration of Supplier Risk

The Company currently relies on a single foundry to produce wafers for GaN ICs and a separate single foundry to produce SiC MOSFETs.

The Company has historically relied on a single foundry to produce wafers for GaN power ICs and a separate single foundry to produce SiC Metal Oxide Semiconductor Field Effect Transistors (“ MOSFETs”).

Loss of the relationship with either of these suppliers could have a substantial negative effect on the Company.

Additionally, the Company relies on a limited number of third-party subcontractors and suppliers for testing, packaging and certain other tasks.

Disruption or termination of supply sources or subcontractors, including due to the COVID-19 pandemic or natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company.

Disruption or termination of supply sources or subcontractors, including natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company.

Although there are generally alternate sources for these materials and services, qualification of the alternate sources could cause delays sufficient to have a material adverse effect on the Company.

A significant amount of the Company’s third-party subcontractors and suppliers, including the third-party foundry that supplies wafers for GaN ICs, are located in Taiwan.

A significant amount of the Company’s third-party subcontractors and suppliers, including the third-party foundry that has historically supplied wafers for GaN power ICs, are located in Taiwan.

A significant amount of the Company’s assembly and test operations are conducted by third-party contractors in Taiwan and the Philippines.

The Company entered into an agreement to purchase raw materials from a supplier from September 29, 2022 through December 31, 2025, and accordingly made a $ 2.0 million deposit to be received as invoice credits toward future purchases.

The Company is not obligated to purchase from this supplier, however, if the Company does not meet the minimum purchase requirements during the term, the Company may forfeit all or a portion of its $ 2.0 million deposit.

As of December 31, 2024 , the Company has determined it will not meet the minimum purchase requirements, therefore, the Company wrote-off this $ 2.0 million deposit, and is included in the Company’s research and development expenses for the year ended December 31, 2024 .

Specifically, we have historically relied on Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) as our sole supplier of gallium nitride (“GaN”) wafers, a key component in our product offerings.

On July 1, 2025, TSMC announced its intention to cease GaN production in July 2027.

We have taken steps to mitigate this risk, including

NAVITAS SEMICONDUCTOR CORPORATION

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committing to purchase buffer inventory from TSMC, expanding our collaboration with Powerchip Semiconductor Manufacturing Corporation and in November 2025, we announced a long-term strategic partnership with GlobalFoundries to develop and deliver advanced GaN solutions for critical applications in high power markets, including AI data centers, energy and grid infrastructure, performance computing and industrial electrification.

As of December 31, 2024, the Company has determined it did not meet the minimum purchase requirements.

Therefore, the Company wrote-off this $ 2.0 million deposit, and the amount is included in the Company’s Research and development expenses for the year ended December 31, 2024.

NET LOSS PER SHARE

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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.

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.

Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding RSUs and restricted stock awards, the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method.

Performance-based RSUs and restricted stock awards are included in the number of shares used to calculate diluted earnings per share after evaluating the applicable performance criteria as of period end and under the assumption the end of the reporting period was the end of the contingency period, and the effect is dilutive.

The Company has no plans to declare dividends.

A summary of the net loss per share calculation is as follows (in thousands, except per share amounts):

A summary of the net loss per share calculation is as follows (in thousands):

Year Ended December 31,

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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 fiscal years ended December 31, 2025 and 2024.

As of December 31, 2024 and 2023 the Company excluded 0.0 million and 0.3 million restricted stock awards from the diluted weighted average share count as their performance conditions have not been achieved.

As of December 31, 2024 and 2023 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 December 31, 2024 and 2023, 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 December 31, 2024, the Company excluded 1.3 million of outstanding 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.

These requirements are consistent with the Earnout Milestones noted in Note 11 - “Earnout Liability” with each milestone tied to 421,000 shares.

Each Earnout Milestone is considered met if at any time between March 18, 2022 (150 days following the Business Combination) and October 19, 2026, the volume-weighted average price of the Company’s Class A common stock is greater than or equal to $12.50, $17.00 or $20.00 for any twenty trading days within any thirty trading

As of December 31, 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 December 31, 2024, the Company excluded an immaterial amount of restricted stock awards from the diluted weighted

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

day period, respectively.

These shares are participating securities with the same voting and dividend rights as the Company’s other Class A common stock.

average share count as their performance conditions have not been achieved.

As of December 31, 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 December 31, 2025, there have been no LTIP options excluded from the diluted weighted average share count as these options have all been forfeited.

As of December 31, 2024, 6.5 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 December 31, 2025 and 2024, the Company excluded 1.3 million of outstanding shares of 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.

These requirements are consistent with the earnout milestones noted in Note 11 - “Earnout Liability” and these shares are participating securities with the same voting and dividend rights as the Company’s other Class A common stock.

PROVISION FOR INCOME TAXES

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted into law.

The OBBBA includes significant provisions, such as allowing for accelerated tax deductions for qualified property and research expenditures, and reinstating the use of earnings before interest, taxes, depreciation, and amortization in determining tax deductions related to business interest expense.

In addition to the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, the OBBBA also modifies the international tax framework and restores favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

and foreign components of loss before income taxes were (in thousands):

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Total $ 50 $ ( 342 )

The provision (benefit) for income taxes differs from the amount that would result by applying the applicable federal income tax rate to income before income taxes, as follows:

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

Year Ended December 31, 2025

Income tax expense (benefit):

Federal $ (49)

Total income tax expense (benefit)

Income taxes paid (net of refunds) for the year ended December 31, 2025, were as follows (in thousands):

Year Ended December 31, 2025

Other Foreign 3

The provision (benefit) for income taxes differs from the amount that would result by applying the applicable federal income tax rate to income before income taxes, as follows (in thousands):

Year Ended December 31, 2025

US federal statutory income tax rate $ ( 24,550 ) 21.0 %

Domestic federal reconciling items

Nontaxable or nondeductible items

Non-deductible Stock Compensation ( 1,421 ) 1.2 %

Non-deductible Executive Compensation 1,846 ( 1.6 ) %

Gain/loss from Change in Fair Value of Earnout Liability 2,609 ( 2.2 ) %

Other ( 432 ) 0.4 %

Valuation Allowance 7,261 ( 6.2 ) %

Cross-border taxes

Global intangible low-taxed income 87 ( 0.1 ) %

Effect of the Future Foreign Branch Loss Reversal 14,550 ( 12.4 ) %

Domestic state and local income taxes, net of federal effect 1

Foreign reconciling items

Net Operating Loss 2

( 5,795 ) 5.0 %

Valuation Allowance 5,795 ( 5.0 ) %

Other Foreign Jurisdictions

Other 81 ( 0.1 ) %

Total $ 50 — %

¹ The state of California makes up the majority (greater than 50%) of the state income tax benefit, net of federal income tax effect.

² The Company is generating a loss in both Ireland and U.S.

due to its dual residency status.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

For the year ended December 31, 2024, the provision (benefit) for income taxes differs from the amount that would result from applying the applicable federal income tax rate to income (loss) before income taxes, as follows:

Year Ended December 31, 2024

Provision computed at Federal statutory rate 21.0 %

Change in valuation allowance (18.7) %

Effect of the Future Foreign Branch Loss Reversal

Foreign income tax rate and benefit 16.6 %

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Other (1.0) %

Total 0.4 % 0.3 %

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

At December 31, 2024 and 2023, deferred tax assets and liabilities consisted of the following (in thousands):

At December 31, 2025 and 2024, deferred tax assets and liabilities consist of the following (in thousands):

Deferred tax assets:

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Depreciation — ( 53 )

Effect of the Future Foreign Branch Loss Reversal ( 65,620 ) ( 50,184 )

Intangibles ( 11,682 ) ( 15,711 )

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Net deferred tax balance $ ( 405 ) $ ( 441 )

During the fiscal years ended December 31, 2024 and 2023, the valuation allowance increased b y $ 34.0 million and $ 26.5 million, respectively.

During the fiscal year ended December 31, 2025, the valuation allowance increased by $ 16.8 million .

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

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In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, the Company would record a valuation allowance in the period the determination is made.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025 and 2024

In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws.

Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position.

The Company has approximately $ 220.9 million and $ 165.0 million of federal net operating loss (“NOL”) carryforwards and approximately $ 0.3 million an d $ 0.2 million of tax-effected state NOL carryforwards as of December 31, 2024 and 2023 , respectively.

The Company has approximately $ 334.8 million of federal net operating loss (“NOL”) carryforwards and approximately $ 4.9 million of tax-effected state NOL carryforwards as of December 31, 2025 .

The federal NOLs expire in varying amounts through 2037, while the state NOLs expire in varying amounts through 2045.

Federal NOLs arising from the years ended after December 31, 2017, may be carried forward indefinitely.

Realiz ation of the NOL carryforwards is dependent on the Company generating sufficient taxable income prior to expiration of the NOL carryforwards and these NOLs could also potentially be subject to usage limitations to the extent there are future changes in the Company’s ownership.

As of December 31, 2024 , the Company had a full valuation allowance on its net deferred tax assets.

As of December 31, 2024 , the Company continues to maintain a valuation allowance on the remaining deferred tax assets as the Company believes that it is not more likely than not that the deferred tax assets will be fully realized.

The Company also has foreign net operating loss carry forwards of $ 320.3 million and $ 199.7 million as of December 31, 2024 and 2023, respectively.

Realization of the NOL carryforwards is dependent on the Company generating sufficient taxable income prior to expiration of the NOL carryforwards and these NOLs could also potentially be subject to usage limitations to the extent there are future changes in the Company’s ownership.

As of December 31, 2025, the Company maintains a valuation allowance on the remaining deferred tax assets as the Company believes that it is not more likely than not that the deferred tax assets will be fully realized.

The Company also has foreign net operating loss carryforwards of $ 365.8 million as of December 31, 2025.

Of the foreign NOLs, $ 364.8 million are in Ireland and the deferred tax asset has a full valuation allowance as a result of the historical losses in the country.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

The Company had no unrecognized tax benefits for the years ended December 31, 2025 or December 31, 2024.

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No such interest and penalties were recognized during the years ended December 31, 2025 and 2024.

The Company is treated as a corporation for U.S.

federal income tax purposes and is a tax resident in both Ireland and the United States.

COMMITMENTS AND CONTINGENCIES

Purchase Obligations

At December 31, 2024, the Company had non-cancellable contractual agreements that were due beyond one year related to our lease obligations, see Note 9 “Leases”.

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

The $ 2.8 million present value of these payments is reflected within “Noncurrent liabilities ” at December 31, 2024 in the Consolidated Balance Sheets.

At December 31, 2025, the Company had non-cancellable contractual agreements that were due within one year related to our lease obligations, see Note 9 - “Leases”.

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

The payments of $3.2 million , due within one year, are recorded within accounts payable and other accrued expenses as of December 31, 2025.

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

The increase of $0.4 million was due to the accretion of interest expense.

Indemnification

The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (DSA).

Each DSA contains the relevant terms of the contractual arrangement with the distributor, and generally includes certain provisions for indemnifying the distributor against losses, expenses, and liabilities from damages that may be awarded against the distributor in the event the Company’s products are found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party (Customer Indemnification).

The DSA generally limits the scope of and remedies for the Customer Indemnification obligations in a variety of industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to replace an infringing product.

The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (each, a “DSA”).

The DSA generally limits the scope of and remedies for Customer Indemnification obligations in a variety of industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to replace an infringing product.

The Company also, from time to time, has granted a specific indemnification right to individual customers.

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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 December 31, 2024 .

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

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

claims were outstanding as of December 31, 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 current and non-current accrued royalty was $ 1.8 million and $ 1.9 million as of December 31, 2024 and 2023, respectively.

NAVITAS SEMICONDUCTOR CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024 and 2023

The total amount of accrued royalty was $ 2.1 million included in Accounts payable and other accrued expenses and $1.8 million included in Accounts payable and other accrued expenses and Noncurrent liabilities as of December 31, 2025 and December 31, 2024, respectively.

Legal proceedings and contingencies

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RELATED PARTY TRANSACTIONS

Joint Venture

In 2021, Navitas entered into a silicon control IC joint venture with Halo Microelectronics Co., Ltd.

(“Halo”), a manufacturer of power management ICs, to develop products and technology relating to AC/DC converters.

Navitas’ initial contribution to the joint venture was the commitment to sell its GaN integrated circuit die at prices representing cost plus insignificant handling fees, in exchange for a minority interest, with the right to acquire the balance of the joint venture based on the future results of the venture (among other rights and obli gat ions).

On January 19, 2023, the Company announced an agreement to acquire the remaining minority interest in the joint venture as well as rights to certain intellectual property from Halo and its U.S.

affiliate for a total purchase price of $ 22.4 million in Navitas stock.

Total related party revenues recognized by the Company as a result of arrangements with its joint venture were $ 0.0 million f or both years ended December 31, 2024 and 2023, and are included in net revenues in the Condensed Consolidated Statements of Operations.

See Note 18 - “Noncontrolling Interest”, for more information.

Related Party Investment

During the third quarter of 2022, Navitas ma de a $ 1.5 million inv estment in preferred interests of an entity under common control with the Company’s partner in the joint venture described above (“Related Party Investment”).

During the third quarter of 2022, the Company ma de a $1.5 million inv estment in preferred interests of an entity under common control with the Company’s partner in a joint venture.

During the first quarter of 2023 the Company made an additional investment of $1.0 million in the entity.

The Related Party Investment was accounted fo r as an equity investment under ASC 321 Investments - Equity Securities .

The investment was accounted fo r as an equity investment under ASC 321 Investments - Equity Securities .

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

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

The Company revalued its investment to its fair value of $ 5.55 per share and recorded its share of losses for the period of November through December 2024, resulting in a net gain of $ 3.9 million for the year ended December 31, 2024, which is recorded in “Equity method investment gain” on the Statements of Operations.

The Related Party Investment was $ 8.9 million and $ 2.5 million as of December 31, 2024 and December 31, 2023, respectively, and is included in Other Assets in the Condensed Consolidated Balance Sheets.

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 year ended December 31, 2025 and from November 1 - December 31, 2024, resulting in a net loss of $1.1 million and a net gain of $3.9 million, respectively, which was recorded in Equity method investment gain (loss) on the Statements of Operations.

The investment was valued at $7.8 million and $8.9 million as of December 31, 2025 an d December 31, 2024, resp ectively, and is included in Other assets in the Condensed Consolidated Balance Sheets.

Related Party Lease

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December 31, 2025 and 2024

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.

The Company leases certain property from the family member of a former 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 year ended December 31, 2024, the Co mpany paid an immaterial amount in rental payments.

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There was no rent obligation as of December 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.

Rental payments in relation to this lease were $ 0.1 million for the year ended December 31, 2023.

The Company leases certain property from an entity that is owned by a member of the board of directors 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 year ended December 31, 2025, the Company made no rental payments in relation to this lease.

During the year ended December 31, 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.

NONCONTROLLING INTEREST

In July 2021, the Company formed a joint venture for the purpose of conducting research and development on technology in the area of AC/DC converters for chargers and adapters.

On August 19, 2022, the Company obtained control of the joint venture, and no consideration was paid pursuant to the Change of Control Agreement.

The Company consolidated the fair value of the net assets of the joint venture as of August 19, 2022, and the Company reports noncontrolling interests of the joint venture as a component of equity separate from the Company’s equity.

The fair value of the noncontrolling interest and net assets is based on estimates.

The Company’s net loss excludes loss attributable to the noncontrolling interests.

The fair value of the joint venture was determined based on a multiple of future annual revenues with a discount rate of 30 %.

In connection with the consolidation, the Company reacquired a patent license, which was fair valued at $ 1.0 million based on comparable transactions during the year, and is amortized over a five year term.

Goodwill of $ 3.1 million was recorded in connection with this transaction.

On January 19, 2023, the Company completed the acquisition of the remaining minority interest in the joint venture as well as rights to certain intellectual property from Halo and its U.S.

affiliate for a total purchase price of $ 22.4 million in Navitas stock.

In connection with the purchase of intellectual property, the Company recognized developed technology as an intangible asset at its estimated fair value o f $ 4.4 million .

As a result of this transaction, the Company recorded a net increase to additional paid in capital of $ 7.5 million representing the difference between the fair value of share consideration related to the acquisition of the remaining noncontrolling interest and the carrying value of the noncontrolling interest at the date of the transaction.

The fair value of the developed technology was estimated using the relief from royalty method, an income approach (Level 3), because of the licensing appeal of these assets The Company estimated the benefit of the ownership as the relief form the royalty expense that would be incurred in the absence of ownership.

A royalty rate was applied to the projected revenues associated with the intangible asset to determine the amount of savings, which was at a rate of 10 % to determine the fair value.

There was no rent obligation as of December 31, 2025.

NAVITAS SEMICONDUCTOR CORPORATION

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December 31, 2025 and 2024

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.

The 2024 Restructuring Plan includes a reduction in headcount with the majority of the costs consisting of employee severance and benefits.

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

The Company does not anticipate further costs associated with the 2024 Restructuring Plan.

Restructuring-related liabilities are reported under "Accounts payable and other accrued expenses" on the Company’s Consolidated Balance Sheets.

A summary of the balance sheet activity related to the 2024 Restructuring Plan is as follows:

Amounts accrued as of December 31, 2023 Costs Incurred Cash Payments Amounts accrued as of December 31, 2024

RESTRUCTURING AND IMPAIRMENT

On October 15, 2024, the Company announced a cost-reduction plan (“2024 Restructuring Plan”) to streamline the organization with increased focus on artificial intelligence (“AI”) data centers, new energy sectors, which include EV, renewables, energy storage, mobile applications, and accelerating the Company’s path to profitability.

The 2024 Restructuring Plan included a reduction in headcount with the majority of the costs consisting of employee severance and benefits.

The Company incurred $1.2 million for the year ended December 31, 2024 related to this plan.

No restructuring-related liabilities under the 2024 Restructuring Plan remain.

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 AI 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 $1.5 million for the year ended December 31, 2025 related to the 2025 Restructuring Plan.

No restructuring-related liabilities under the 2025 Restructuring Plan remain.

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 Adjustment Amounts accrued as of December 31, 2025

Employee Severance and Benefits $ 511 $ 1,469 $ ( 1,884 ) $ ( 96 ) $ —

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$ 517 $ 1,469 $ ( 1,890 ) $ ( 96 ) $ —

During the fourth quarter of 2025, the Company announced the Navitas 2.0 Restructuring Plan (“Restructuring Plan”) to further streamline its organization and enhance operational efficiency in support of its long-term growth strategy across high-priority markets, AI data centers, energy and grid infrastructure, performance computing and industrial electrification.

The plan primarily consists of a 19% targeted workforce reduction and organizational realignments, with associated costs largely related to employee severance and benefits, contract termination costs, and fixed asset impairments.

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

The Company incurred $16.6 million in restructuring and impairment charges during December 31, 2025, and as of that date, restructuring-related liabilities of $7.7 million 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 Restructuring Plan is as follows (in thousands):

Amounts accrued as of December 31, 2024 Costs Incurred Cash Payments Non-cash Adjustment Amounts accrued as of December 31, 2025

Employee Severance and Benefits $ — $ 2,010 $ (1,028) $ — $ 982

Contract Terminations — 9,638 (3,012) — 6,626

Fixed Asset Impairments — 3,783 — (3,783) —

Other — 1,149 (1,040) — 109

$ — $ 16,580 $ (5,080) $ (3,783) $ 7,717

NAVITAS SEMICONDUCTOR CORPORATION

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SUBSEQUENT EVENTS

The Company evaluated material subsequent events from the Consolidated Balance Sheet date of December 31, 2024, through March 19, 2025 the date the condensed consolidated financial statements were issued.

There were no material subsequent events as of March 19, 2025, except as discussed below.

On January 20, 2025, the Company announced another cost-reduction plan aimed at streamlining operations and enhancing its focus on artificial intelligence data centers, EV, and mobile applications—accelerating its path to profitability.

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

The majority of these costs are anticipated to be incurred in the first quarter of 2025 and is not expected to be material.

The majority of these costs are anticipated to be incurred in the first quarter of 2025.

The Company evaluated material subsequent events from the Consolidated Balance Sheet date of December 31, 2025, through February 27, 2026 the date the condensed consolidated financial statements were issued.

There were no material subsequent events as of February 27, 2026.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data