What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-19 · 58 added, 54 removed, 143 unchanged (44% of the section changed)

3 unchanged sentences

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon this evaluation, our chief executive officer and our chief financial officer concluded the disclosure controls and procedures were not effective as of December 31, 2024, the end of the period covered by this Annual Report on Form 10-K, due to material weaknesses in internal control over financial reporting described below.

Based upon this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K.

Management’s Report on Internal Control Over Financial Reporting

2 unchanged sentences

Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025 .

Remediation of Previously Reported Material Weaknesses

We previously disclosed entity level material weaknesses in our internal control over financial reporting related to the following:

The Company did not fully maintain components of the COSO framework, including elements of the control environment, risk assessment, control activities, and monitoring activities components, relating to:

4 unchanged sentences

Specifically, the Company lacked controls in order to (1) accurately identify and present cash flows as either operating, investing or financing activities and (2) classify expenses within total operating expenses, and correctly classify activity associated with its equity method investment;

the Company's external reporting process is not appropriately designed to accurately identify, record, present and disclose transactions, including research and development assets, property and equipment and equity transactions.

These material weaknesses could result in misstatements of our consolidated financial statements that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

This annual report does not include an attestation report of our independent registered public accounting firm, Moss Adams LLP, as under the rules of the Securities and Exchange Commission the Company is a Small Reporting Company (SRC) with non-accelerated filer status.

Remediation Plan and Progress

Management has been executing and remains committed to implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.

In response to all unremediated material weaknesses, management has taken the following actions:

• engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and to assist with the remediation of deficiencies, as necessary,

• actively hiring accounting, and finance personnel to support our remediation efforts, as well as third-party resources with relevant expertise to augment our internal resources,

• assessing the specific training needs for newly hired and existing personnel to support our internal controls.

In response to the material weakness “(A)” management has taken the following actions:

• designing and implementing control activities in order to ensure that the Company’s financial close and reporting activities specifically address appropriate consideration and presentation of transactions recorded within the statements of operations and cash flows.

In response to the material weakness “(B)” management has taken the following actions:

• designing and implementing control activities in order to ensure that transactions related to research and development assets, property and equipment and equity transactions are appropriately identified, recorded, presented and disclosed, including (1) implementing established policies related to review of significant contracts and transactions, and (2) ensuring that significant contracts and transactions have documented accounting considerations.

As we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures to address the material weaknesses or modify the remediation plans described above.

We believe that these actions will remediate the material weaknesses, however the material weaknesses will not be considered remediated until we conclude all measures necessary to remediate the material weaknesses have been designed, implemented, and the applicable controls have operated for a sufficient period of time, and management has concluded, through testing, that these controls are designed and operating effectively.

While management believes that the aforementioned plans will remediate the material weaknesses, there is no assurance on the exact timing of the completion of the remediation.

Remediation of Previously Reported Material Weaknesses

We previously disclosed material weaknesses in our internal control over financial reporting related to the following:

• The Company did not design and implement effective controls, such that, personnel within the Company have incompatible duties which allow for the creation, review and processing of journal entries without independent review and authorization, which affects substantially all financial statement account balances and disclosures.

• The Company did not design and implement effective controls over the accounting for share-based payments, including the long-term incentive plan awards and earnout liability.

• The Company did not design and implement effective controls over the accounting for its license and release agreement.

• The Company did not design and implement effective controls over the inputs and assumptions used in the valuation of the earnout liability and information utilized to classify awards as either equity or liability.

• The Company did not maintain effective controls over its determination of reportable segments for purposes of segment reporting and reporting units for purposes of goodwill.

• the Company's external reporting process was not appropriately designed to accurately identify, record, present and disclose transactions, including research and development assets, property and equipment and equity transactions.

We completed the following activities as part of remediating these material weaknesses:

• designed and implemented controls to ensure that journal entries require independent review and authorization prior to processing,

• designed and implemented controls documenting the accounting treatment of the long-term incentive plan awards and earnout liability based on contractual terms,

• designed and implemented controls over the accounting for license and release agreement, including documenting the accounting treatment based on contractual terms and evaluating all key inputs and assumptions for completeness, accuracy and reasonableness,

• designed and implemented controls over the valuation of the earnout liability, including ensuring information utilized to classify awards as either equity or liability was complete and accuracy, and all key inputs were evaluated and reviewed for completeness, accuracy and reasonableness,

• designed and implemented controls to ensure reportable segments for purposes of segment reporting and reporting units for purposes of goodwill were supportable, including documenting information reviewed and evaluation of assumptions utilized.

We completed our testing of both the design and operating effectiveness of these controls and have determined that controls operated for a sufficient period of time for management to conclude that these material weaknesses have been remediated as of December 31, 2024.

• engaged an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and to assist with the remediation of deficiencies,

• hired third-party resources with relevant expertise to augment our internal resources,

• strengthened training for newly hired and existing personnel to support our internal controls,

• performed continuous risk assessment to identify and assess risks of material misstatement to ensure that the impacted financial reporting processes and related internal controls were properly designed and implemented to respond to those risks in our financial reporting processes,

• implemented policies and procedures to improve our monitoring controls around timely evaluation and communication as to whether the components of internal controls were present and functioning,

• designed and implemented control activities in order to ensure that the Company’s financial close and reporting activities specifically address appropriate consideration and presentation of transactions recorded within the statements of operations and cash flows.

• designed and implemented control activities in order to ensure that transactions related to research and development assets, property and equipment and equity transactions are appropriately identified, recorded, presented and disclosed, including (1) implementing established policies related to review of significant contracts and transactions, and (2) ensuring that significant contracts and transactions have documented accounting considerations.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), except as discussed above, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

During the fourth quarter of fiscal 2025, management completed the remediation steps for the previously-identified material weaknesses, as described above.

There have been no other changes in internal control over financial reporting during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information.

33 unchanged sentences

8-K 001-39755 3.1 10/25/2021

Amended and Restated Bylaws of Navitas Semiconductor Corporatio n, as amended

Amended and Restated Bylaws of Navitas Semiconductor Corporation, as amended

Description of Registrant’s Securities

53 unchanged sentences

Letter Agreement, dated July 31, 2024, among Navitas Semiconductor USA, Inc., Navitas Semiconductor Corporation and Ranbir Singh

L etter Agreement, effective November 2 6 , 2024, among Navitas Semiconductor USA, Inc., Navitas Semiconductor Corporation and Ranbir Singh

Letter Agreement, effective November 26, 2024, among Navitas Semiconductor USA, Inc., Navitas Semiconductor Corporation and Ranbir Singh

CEO Transition Agreement, dated as of August 22, 2025, between the Company and Gene Sheridan

10-Q 001-39755

Employment Agreement, dated as of August 22, 2025, among the Company, Navitas Semiconductor USA, Inc.

and Chris Allexandre

10-Q 001-39755 10.1 11/3/2025

Agreement, dated April 23, 2025, among Navitas Semiconductor Corporation, Ranbir Singh and SiCPower, LLC

8-K 001-39755 10.1 4/23/2025

Placement Agent Agreement, dated November 6, 2025, by and among the Company and Needham & Company, LLC

8-K 001-39755 10.1 11/10/2025

Form of Securities Purchase Agreement

Form Registration Rights Agreement

Letter of resignation from Daniel M.

Kinzer, dated April 23, 2025

Separation and Release of Claims Agreement, dated May 1, 2025, among Navitas Semiconductor Corporation, Navitas Semiconductor Limited, Navitas Semiconductor USA, Inc.

and Daniel M.

Insider Trading Policy

1 unchanged sentence

List of Subsidiaries

Consent of Moss Adams LLP

Consent of KPMG LLP

Consent of Baker Tilly US, LLP

24.1* Power of Attorney (included on signature page)

2 unchanged sentences

32.1** Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

Navitas Semiconductor Dodd-Frank Clawback Policy

6 unchanged sentences

† Management contract or compensatory arrangement.

+ Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request;

provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.

* Filed herewith.

3 unchanged sentences

NAVITAS SEMICONDUCTOR CORPORATION

/s/ Gene Sheridan

Gene Sheridan

/s/ Chris Allexandre

Chris Allexandre

President and Chief Executive Officer

March 19, 2025

(principal executive officer)

February 27, 2026

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Todd Glickman and Paul D.

Delva, jointly and severally, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this annual report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Each person whose signature appears below constitutes and appoints Todd Glickman and Matthew Sant, jointly and severally, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this annual report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Gene Sheridan

Gene Sheridan

President, Chief Executive Officer and Director

/s/ Chris Allexandre

Chris Allexandre

President and Chief Executive Officer

(principal executive officer)

March 19, 2025

February 27, 2026

/s/ Todd Glickman

2 unchanged sentences

(principal financial and accounting officer)

March 19, 2025

/s/ Daniel M.

Chief Operating Officer, Chief Technology Officer and Director March 19, 2025

February 27, 2026

/s/ Richard J.

Director March 19, 2025

Director February 27, 2026

/s/ Cristiano Amoruso

Cristiano Amoruso

Director February 27, 2026

/s/ Brian Long

Director March 19, 2025

Director February 27, 2026

/s/ David Moxam

Director March 19, 2025

Director February 27, 2026

/s/ Dipender Saluja

Dipender Saluja

Director March 19, 2025

Director February 27, 2026

/s/ Ranbir Singh

Director March 19, 2025

Director February 27, 2026

Wunderlich, Jr.

Director March 19, 2025

Director February 27, 2026

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 9A. Controls and Procedures