Navitas Semiconductor Corp 10-K

Item 8. Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firms (KPMG LLP, PCAOB ID 185 and Baker Tilly US, LLP , PCAOB ID 23 ) F-2 Consolidated Balance Sheets F-5 Consolidated Statements of Operations F-6 Consolidated Statements of Stockholders’ Equity F-8 Consolidated Statements of Cash Flows F-9 Notes to Consolidated Financial Statements F-11 F-1 TABLE OF CONTENTS 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. F-2 TABLE OF CONTENTS 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. /s/ KPMG LLP Milwaukee, Wisconsin February 27, 2026 F-3 TABLE OF CONTENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Navitas Semiconductor Corporation Opinion on the Financial Statements 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 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 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 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. /s/ Baker Tilly US, LLP San Francisco, CA March 19, 2025 We served as the Company’s auditor from 2023 to 2025. F-4 TABLE OF CONTENTS NAVITAS SEMICONDUCTOR CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except shares and par value) December 31, 2025 December 31, 2024 ASSETS Current assets Cash and cash equivalents $ 236,857 $ 86,737 Accounts receivable, net of allowance of $ 468 and $ 135 , respectively 3,621 13,982 Inventories 13,283 15,477 Prepaid expenses and other current assets 4,399 4,070 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 Goodwill 163,215 163,215 Other assets 8,380 10,478 Total assets $ 500,469 $ 389,978 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable and other accrued expenses $ 22,350 $ 10,754 Accrued compensation expenses 4,949 8,623 Operating lease liabilities, current 1,866 1,767 Finance lease liabilities, current 323 — Earnout liability, current 22,632 — 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 Other noncurrent liabilities — 4,619 Total liabilities 56,808 41,965 Commitments and contingencies (note 15) Stockholders' equity Class A common stock, $ 0.0001 par value, 740,000,000 shares authorized as of December 31, 2025 and 2024, 230,525,464 and 188,114,202 shares issued and outstanding at December 31, 2025 and 2024, respectively 26 22 Class B common stock, $ 0.0001 par value, 10,000,000 shares authorized as of December 31, 2025 and 2024, and 0 shares issued and outstanding at both December 31, 2025 and 2024 — — Additional paid-in capital 945,381 732,784 Accumulated other comprehensive loss ( 7 ) ( 7 ) Accumulated deficit ( 501,739 ) ( 384,786 ) Total stockholders’ equity 443,661 348,013 Total liabilities and stockholders' equity $ 500,469 $ 389,978 The accompanying notes are an integral part of these consolidated financial statements. F-5 TABLE OF CONTENTS NAVITAS SEMICONDUCTOR CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, (In thousands, except per share amounts) 2025 2024 Net revenues $ 45,916 $ 83,302 Cost of revenues (exclusive of amortization of intangible assets included below) 31,668 54,963 Operating expenses: Research and development 49,830 76,002 Selling, general and administrative 35,196 62,863 Amortization of intangible assets 18,937 18,926 Restructuring and impairment expense 18,049 1,223 Total operating expenses 122,012 159,014 Loss from operations ( 107,764 ) ( 130,675 ) Other income (expense), net: Interest income (expense) 863 ( 150 ) Dividend income 3,537 5,233 (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 provision (benefit) 50 ( 342 ) Equity method investment (loss) gain ( 1,121 ) 3,905 Net loss $ ( 116,953 ) $ ( 84,599 ) Net loss per common share Basic net loss per share attributable to common stockholders $ ( 0.57 ) $ ( 0.46 ) 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 shareholders Basic common shares 205,573 182,460 Diluted common shares 205,573 182,460 The accompanying notes are an integral part of these consolidated financial statements. F-6 TABLE OF CONTENTS NAVITAS SEMICONDUCTOR CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Stockholder's Equity (In thousands) Class A common stock Additional paid in capital Accumulated deficit Accumulated comprehensive loss Total Shares Amount Balance at December 31, 2023 179,196 $ 21 $ 680,790 $ ( 300,187 ) $ ( 7 ) $ 380,617 Issuance of common stock under employee stock option and stock award plans 8,918 1 12,758 — — 12,759 Stock-based compensation expense related to employee and non-employee stock awards — — 39,236 — — 39,236 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 Net loss — — — ( 116,953 ) — ( 116,953 ) Balance at December 31, 2025 230,525 $ 26 $ 945,381 $ ( 501,739 ) $ ( 7 ) $ 443,661 The accompanying notes are an integral part of these consolidated financial statements. F-7 TABLE OF CONTENTS NAVITAS SEMICONDUCTOR CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (In thousands) 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 116,953 ) $ ( 84,599 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 3,452 2,967 Amortization of intangibles 18,937 18,926 Non-cash lease expense 1,776 1,888 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 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 ) Change in operating assets and liabilities: Accounts receivable 9,517 4,187 Inventories 2,194 6,757 Prepaid expenses and other current assets ( 329 ) 2,108 Other assets 977 592 Accounts payable, accrued compensation and other accrued expenses 6,226 ( 10,685 ) Operating lease liability ( 1,669 ) ( 1,745 ) Customer deposit and deferred revenue 185 ( 10,953 ) Net cash used in operating activities ( 42,891 ) ( 58,823 ) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposition of property and equipment 92 — Investment purchases — ( 2,500 ) Purchases of property and equipment ( 1,478 ) ( 6,771 ) Net cash used in investing activities ( 1,386 ) ( 9,271 ) 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 employee stock purchase plan 1,498 2,683 Payments on finance lease obligations ( 206 ) — Net cash provided by financing activities 194,639 3,495 NET INCREASE (DECREASE) IN CASH 150,362 ( 64,599 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 88,240 152,839 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 238,602 $ 88,240 F-8 TABLE OF CONTENTS RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH Cash and cash equivalents $ 236,857 $ 86,737 Restricted cash 1,745 1,503 TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH $ 238,602 $ 88,240 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for income taxes $ 243 $ 296 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. F-9 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 1. ORGANIZATION AND BASIS OF PRESENTATION 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, South Korea and the Philippines, with principal executive offices in Torrance, California. The Company has two authorized classes of common stock: 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 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. 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 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. F-10 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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) 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. Actual results could differ from those estimates. F-11 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS Significant Accounting Policies Revenue Recognition The Company recognizes revenue under the core principle of depicting the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (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 (“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. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors, including the customer’s ability to pay (or credit risk). If the Company concludes that the customer has the ability to pay, a contract has been established. For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct performance obligation based on their relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. 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 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. Provision for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided in the same period the related revenue is recognized, and are netted against revenue. Sales to most distributors are made under terms allowing certain limited rights of return (known as “stock rotation”) of the Company’s products held in their inventory or upon sale to their end customers. Revenue from sales to distributors is recognized upon the transfer of control to the distributor. Stock rotation rights grant the distributor the ability to return certain specified amounts of inventory. Stock rotation adjustments are a form of variable consideration and are estimated using the expected value method based on historical return rates. Historically, distributor stock rotation adjustments have been insignificant. F-12 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. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically not been material. As such, the Company does not record a specific warranty reserve. Revenue received from customers in advance of the Company shipping the related product is considered a contract liability and is included in deferred revenue on the Company’s Consolidated Balance Sheets. Business Combinations The Company accounts for business combinations using the acquisition method of accounting, in accordance with ASC 805, “ Business Combinations” . The acquisition method requires identifiable assets acquired and liabilities assumed be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. The determination of estimated fair value requires the Company to make significant estimates and assumptions. 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 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. Inventory deemed impaired is written down to its 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. 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. 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. 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. Forfeitures are recognized as they occur. 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 F-13 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. The expected volatility of the awards is determined based on a combination of the Company's own historical volatility and the historical volatility of selected public companies within its industry. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury notes with a term approximately equal to the expected term of the awards. The expected dividend rate is zero as the Company currently has no history or expectation of cash dividends on its common stock. The Company has adopted the practical expedient for determining the expected term of stock option awards, which is the midpoint between the end of the vesting term and the expiration of the award. The Company has elected to account for forfeitures as they occur. 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. 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. The LTIP awards vest based on the achievement of certain market (stock price hurdles) and performance conditions (revenue and/or EBITDA targets). The most significant assumptions and judgments include management’s forecasts related to award performance conditions, including whether certain performance conditions are probable, which determine the timing and amount of the recognition of the awards. 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 . Income Taxes 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. Deferred income taxes reflect the effect of temporary differences and carry-forwards that are recognized for financial reporting and income tax purposes. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes valuation allowances to reduce any deferred tax assets to the amount that it estimates will more likely than not be realized based on available evidence and management’s judgment. 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, it would record a valuation allowance in the period the determination is made. 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 the Company’s results of operations and financial position. The Company has no unrecognized tax benefits at December 31, 2025 and 2024. The Company’s federal and state income tax returns since inception are open and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. When necessary, the Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the Consolidated Balance Sheets. The Company had no accrued interest and penalties at December 31, 2025 and 2024. F-14 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Accounts receivable Accounts receivable are recorded at the amounts management expects to collect. To account for potential credit losses, the Company establishes an allowance for current estimated credit losses based on estimated losses from customers' inability to meet payment obligations. In evaluating collectability, management considers factors such as customer creditworthiness, past transaction history, current financial conditions, reasonable forecasts, industry trends, and changes in payment terms, reassessing as necessary. Past-due balances exceeding 90 days and other higher-risk amounts are individually assessed. 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. Estimated credit losses are recognized as a charge to earnings with a corresponding credit to the valuation allowance. At each reporting period, the Company reassesses the amount of probable credit losses based on the changes in risk characteristics of the underlying receivables as needed. Outstanding balances that remain uncollected after reasonable collection efforts are written off against the allowance for current estimated credit losses. Accounts receivable also include unbilled receivables, which primarily represent revenue recognized for services performed but not yet invoiced to customers. All unbilled receivables are expected to be billed and collected within twelve months. Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosures” , defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes its financial assets and liabilities measured at fair value into a hierarchy that categorizes fair value measurements into the following three levels based on the types of inputs used in measuring their fair value: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities; Level 2: Observable market-based inputs or observable inputs that are corroborated by market data; and Level 3: Unobservable inputs reflecting the Company’s own assumptions. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. 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. 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. Patent Costs F-15 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 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 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 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 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. Investments 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/(loss) on the Consolidated Statements of Operations. Foreign Currency Risk and Foreign Currency Translation The Company’s functional and reporting currency is the U.S. Dollar. 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. subsidiaries are the U.S. Dollar. Accordingly, all monetary assets and liabilities are translated into U.S. Dollars at the current exchange rates as of the applicable balance sheet date. F-16 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. Revenues and expenses are translated at either the average exchange rate prevailing during the period or historical rates as applicable. Advertising Advertising costs, which are included in selling, general and administrative expenses, are expensed as incurred. Such costs were not material in 2025 and 2024. Research and Development Costs related to research, design, and development of the Company’s products are expensed as incurred. Research and development expense consists primarily of pre-production costs related to the design and development of the Company’s products and technologies, including costs related to contracted non-recurring engineering services. 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. 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. F-17 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Recently Adopted Accounting Pronouncements In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. These amendments address investor requests for enhanced transparency regarding income tax information. Specifically, they improve income tax disclosures related to rate reconciliation and income taxes paid. 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 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 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. Such exclusions were made because they either do not apply to the Company or are not anticipated to materially impact the condensed consolidated financial statements. F-18 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 3. SEGMENT INFORMATION 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 CODM to assess performance and allocate resources. 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. 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. 4. A CCOUNTS RECEIVABLE Accounts receivable trade, net consist of the following (in thousands): December 31, 2025 December 31, 2024 Accounts receivable, gross $ 3,352 $ 12,578 Unbilled receivables 737 1,539 Allowance for credit losses ( 468 ) ( 135 ) Accounts receivable, net $ 3,621 $ 13,982 Allowance for credit losses activity (in thousands): Allowance for Credit Losses Balance at December 31, 2023 $ — Provision for credit losses, net of recoveries ( 7,619 ) Accounts written-off 7,484 Balance at December 31, 2024 $ ( 135 ) Provision for credit losses, net of recoveries ( 844 ) Accounts written-off 511 Balance at December 31, 2025 $ ( 468 ) F-19 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 5. INVENTORIES Inventories consist of the following (in thousands): December 31, 2025 December 31, 2024 Raw materials $ 1,224 $ 2,422 Work-in-process 7,920 10,465 Finished goods 4,139 2,590 Total $ 13,283 $ 15,477 F-20 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 6. PROPERTY AND EQUIPMENT, NET 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 20,353 23,233 Accumulated depreciation ( 10,574 ) ( 7,812 ) Total $ 9,779 $ 15,421 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 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, 2024 (in thousands): United States International Total Property and Equipment $ 12,196 $ 3,225 $ 15,421 Operating right-of-use ("ROU") Assets 3,861 3,039 6,900 Other Assets 10,005 473 10,478 Total $ 26,062 $ 6,737 $ 32,799 F-21 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 7. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES 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 Assets: Money market funds $ 185,050 $ — $ — $ 185,050 Total $ 185,050 $ — $ — $ 185,050 Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 22,632 $ 22,632 Total $ — $ — $ 22,632 $ 22,632 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 Assets: Money market funds $ 66,525 $ — $ — $ 66,525 Total $ 66,525 $ — $ — $ 66,525 Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 10,208 $ 10,208 Total $ — $ — $ 10,208 $ 10,208 The Company did not transfer any investments between level 1 and level 2 of the fair value hierarchy in the years ended December 31, 2025 and 2024. The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3). See Note 11 - “Earnout Liability” for more details. (In thousands): F-22 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Fair Value Measurements Using Significant Unobservable Inputs Balance at December 31, 2024 $ 10,208 Fair value adjustment 12,424 Balance at December 31, 2025 $ 22,632 F-23 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 8. 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. 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): Intangible Asset Cost Accumulated Amortization Net Book Value Amortization Method Useful Life Trade Names $ 900 $ ( 900 ) $ — Straight line 2 years Developed Technology 54,677 ( 44,741 ) 9,936 Straight line 4 - 10 years Patents 34,900 ( 8,294 ) 26,606 Straight line 5 - 15 years Customer Relationships 24,300 ( 8,201 ) 16,099 Straight line 10 years Non-Competition Agreements 1,900 ( 1,283 ) 617 Straight line 5 years Other 658 ( 658 ) — Straight line 5 years Total $ 117,335 $ ( 64,077 ) $ 53,258 F-24 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 The following table presents the Company’s intangible asset balance by asset class for the fiscal year ended December 31, 2024 (in thousands): Intangible Asset Cost Accumulated Amortization Net Book Value Amortization Method Useful Life Trade Names $ 900 $ ( 900 ) $ — Straight line 2 years Developed Technology 53,500 ( 31,074 ) 22,426 Straight line 4 - 10 years In-process R&D 1,177 — 1,177 Indefinite N/A Patents 34,900 ( 5,834 ) 29,066 Straight line 5 - 15 years Customer Relationships 24,300 ( 5,771 ) 18,529 Straight line 10 years Non-Competition Agreements 1,900 ( 903 ) 997 Straight line 5 years Other 658 ( 658 ) — Straight line 5 years Total $ 117,335 $ ( 45,140 ) $ 72,195 The following tables presents the changes in the Company’s intangible asset balance for the fiscal year ended December 31, 2025 and December 31, 2024 (in thousands): Intangible Assets, net Balance at December 31, 2023 $ 91,099 Other Adjustments 22 Amortization expense ( 18,926 ) Balance at December 31, 2024 $ 72,195 Amortization expense ( 18,937 ) Balance at December 31, 2025 $ 53,258 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): Fiscal Year Ending December 31, Total 2026 $ 14,320 2027 5,641 2028 4,996 2029 4,690 2030 4,690 Thereafter 18,921 Total $ 53,258 F-25 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 9. 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: (i) not separate lease components from nonlea se components for real estate; and (ii) exclude leases with an initial term of 12 months or less (“short-term” leases) from the Consolidated Balance Sheets and will recognize related lease payments in the consolidated statements of operations on a straight-line basis over the lease term. For leases that do not have a readily determinable implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. Rent expense, including short-term lease cost, was $ 2.3 million and $ 2.6 million for the fiscal years ended December 31, 2025 and 2024, respectively. In addition to rent payments, the Company’s leases include real estate taxes, common area maintenance, utilities, and management fees, which are not fixed. The Company accounts for these costs as variable payments and does not include such costs as a lease component. Total variable expense was $ 0.1 million and $ 0.3 million for the fiscal years ended December 31, 2025 and 2024, respectively. 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) : Year Ended Operating Leases 2025 2024 Cash paid for operating lease liabilities $ 2,067 $ 2,288 Right-of-use assets obtained in exchange for new operating lease liabilities $ 215 $ 650 Year Ended Finance Lease 2025 2024 Cash paid for principal portion of finance lease $ 180 $ — Right-of-use assets obtained in exchange for new finance lease liabilities $ 985 $ — Operating Leases Finance Lease Weighted-average remaining lease term in years 3.14 2.33 Weight-average discount rate 4.9% 5.0% Year Ended 2025 2024 Operating lease expense $ 2,031 $ 2,323 Finance lease amortization $ 219 $ — Finance lease interest expense $ 29 $ — F-26 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 2029 459 — 6,126 824 Less imputed interest (433) (45) Total lease liabilities $ 5,693 $ 779 10. STOCK-BASED COMPENSATION Equity Incentive Plans 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. Options generally vest over 48 months measured from the date of grant. Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment or service. Under the terms of the 2020 Plan, the Company is authorized to issue 18,899,285 shares of common stock pursuant to awards under the 2020 Plan. As of October 19, 2021, the Company issued an aggregate of 11,276,706 stock options and non-statutory options to its employees and consultants and 4,525,344 shares of restricted stock to employees, directors and consultants under the 2020 Plan. No awards have or will be issued under the 2020 Plan after October 19, 2021. Shares of common stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021 will become authorized for issuance pursuant to awards under the 2021 Plan (as defined below). The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors on August 17, 2021 and adopted and approved by the Company’s stockholders at the Special Meeting on October 12, 2021. Under the terms of the 2021 Plan, the Company is authorized to issue, pursuant to awards granted under the 2021 Plan, (a) up to 16,334,527 shares of common stock; plus (b) up to 15,802,050 shares of common stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021; 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. 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. F-27 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Stock-Based Compensation The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period, except for Long-Term Incentive Plan Stock Options discussed below. The Company uses estimates of volatility, expected term, risk-free interest rate and dividend yield in determining the fair value of these awards and the amount of compensation expense to recognize. 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, 2025 and 2024 (in thousands) : Years Ended December 31, 2025 2024 Cost of goods sold $ 230 $ 328 Research and development 12,781 23,472 Selling, general and administrative 1,473 19,231 Total stock-based compensation expense $ 14,484 $ 43,031 Stock Options Generally, stock options granted under the Plans have ten year terms and vest 1/4th on the anniversary of the vesting commencement date and 1/48th monthly thereafter. Stock options with performance vesting conditions begin to vest upon achievement of the performance condition. Expense is recognized beginning in the period in which performance is considered probable. The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model. A summary of stock options outstanding as of December 31, 2025, and activity during the two years then ended, is presented below: Stock Options Shares (In thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (In years) Outstanding at December 31, 2023 2,657 $ 0.72 5.7 Exercised ( 1,142 ) 0.71 Forfeited or expired ( 16 ) 1.06 Outstanding at December 31, 2024 1,499 $ 0.74 4.7 Exercised (1,399) 0.74 Outstanding at December 31, 2025 100 $ 0.72 3.5 Vested and exercisable at December 31, 2025 100 $ 0.72 3.5 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 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 F-28 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 1.47 % Expected volatility rates 67.33 % Expected dividend yield — Cost of equity (for derived service period) 11.77 % Weighted-average grant date fair value of options $ 9.14 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 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 . The valuation m odel utilized the following assumptions: Risk-free interest rates 2.82 % Expected volatility rates 68.48 % Expected dividend yield — Cost of equity (for derived service period) 14.64 % Weighted-average grant date fair value of options $ 2.89 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, 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 F-29 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 (In thousands) Weighted-Average Grant Date Fair Value Per Share Outstanding at December 31, 2023 12,872 $ 6.70 Granted 5,556 5.21 Vested ( 7,005 ) 5.68 Forfeited ( 1,871 ) 6.48 Outstanding at December 31, 2024 9,552 $ 6.63 Granted 8,241 5.38 Vested (5,701) 5.96 Forfeited (3,390) 6.25 Outstanding at December 31, 2025 8,702 $ 6.04 During the years ended December 31, 2025 and 2024 , the Company recognized $ 29.7 million and $ 34.0 million, respectively, of stock-based compensation expense for the vesting of RSUs. At December 31, 2025 , unrecognized compensation cost related to unvested RSU awards totaled $ 36.1 million. The weighted-average period over which this remaining compensation cost is expected to be recognized is 2.0 years. 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 $ 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 In August 2022, the Company’s board of directors adopted the Company’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), subject to stockholder approval. The 2022 ESPP was approved by stockholders at the Company’s annual stockholders meeting held November 10, 2022. The Company authorized the issuance of 3,000,000 shares of common stock under the 2022 ESPP. Under the 2022 ESPP, eligible employees are granted the right to purchase shares of common stock at the lower of 85 % of the fair value at the time of offering or 85 % of the fair value at the time of purchase, generally over a six-month period. 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, 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. During the year ended December 31, 2025 and 2024 , the Company recognized $ 1.1 million and $ 1.8 million of stock-based compensation expense for the ESPP, respectively. Other Share Awards On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the stock of VDDTECH srl, a private Belgian company (“VDDTech”) for approximately $ 1.9 million in cash and stock. Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to time based vesting and issued approximately 151,000 restricted shares that are subject to time and performance based F-30 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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 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. Refer to Note 11 - “Earnout Liability”. 11. 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 (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. Further, the earnout milestones are also considered to be met if the Company undergoes a Sale. A Sale is defined as the occurrence of any of the following: (i) engage in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act or otherwise cease to be subject to reporting obligations under Sections 13 or 15(d) of the Exchange Act; (ii) Class A common stock cease to be listed on a national security exchange, other than for the failure to satisfy minimum listing requirements under applicable stock exchange rules; or (iii) change of ownership (including a merger or consolidation) or approval of a plan for complete liquidation or dissolution. 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 (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”). The earnout liability was initially measured at fair value at the closing of the Business Combination and subsequently remeasured at the end of each reporting period. 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 F-31 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 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: December 31, 2025 December 31, 2024 Risk-free interest rate 3.52 % 4.23 % 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. 12. SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS Customer Concentration A majority of the Company’s revenues are attributable to sales of the Company’s products to distributors of electronic components. 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) for the twelve months ended December 31, 2025 and 2024: Year Ended December 31, Customer 2025 2024 Distributor A * 56 % Distributor B 46 % * Distributor C 11 % * At the end of 2024, the Company terminated its distribution agreement with Distributor A. As a result of this termination, the Company incurred a bad debt expense of $7.5 million included in Selling, general, and administrative expenses for the year ended December 31, 2024. The Company had acquired inventory, which was intended to be primarily sold through this distributor. 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 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 Revenues for the twelve months ended December 31, 2025 and 2024, were attributable to the following regions: F-32 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Year Ended December 31, Region 2025 2024 Hong Kong 57 % 64 % Rest of Asia 21 % 18 % US 10 % 9 % China 9 % 4 % Europe 3 % 4 % All Other — % 1 % 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 consist principally of cash, cash equivalents and trade receivables. The Company maintains its cash and cash equivalents with high-credit quality financial institutions. At times, such amounts may exceed federally insured limits. The Company has not experienced any losses on cash or cash equivalents held at financial institutions. The Company does not have any off-balance-sheet credit exposure related to its customers. The following customers represented 10% or more of the Company’s accounts receivable: As of December 31, Customer 2025 2024 Distributor A 1 * 44 % 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 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 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 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. 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 F-33 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 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. 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 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. 13. NET LOSS PER SHARE Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average shares of common stock outstanding during the period using the two-class method because the Company’s sponsor earnout shares are a participating security since these shares contain a non-forfeitable right to receive dividends. Under the two-class method, earnings are allocated to each class of common stock and participating security as if all of the earnings for the period had been distributed. As the Company incurred net losses during the years ended December 31, 2025 and 2024 and these securities are not contractually required to fund the Company’s losses, there is no allocation to the participating securities in the years presented. 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 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): Year Ended December 31, 2025 2024 Weighted-average common shares - basic common stock 205,573 182,460 Stock options and other dilutive awards — — Weighted-average common shares - diluted common stock 205,573 182,460 Shares excluded from diluted weighted-average shares: Dilutive shares excluded ¹ 4,067 3,174 Shares excluded from diluted weighted average shares 4,067 3,174 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, 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 F-34 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 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. 14. 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. U.S. and foreign components of loss before income taxes were (in thousands): Year Ended December 31, 2025 2024 U.S. operations $ ( 90,236 ) $ 31,802 Foreign operations ( 26,667 ) ( 120,648 ) Total loss before income taxes $ ( 116,903 ) $ ( 88,846 ) The components of the provision (benefit) for income taxes are as follows (in thousands): Year Ended December 31, 2025 2024 Current benefit: State 22 11 Foreign 67 242 Total current benefit $ 89 $ 253 Deferred benefit: Federal $ ( 49 ) $ ( 114 ) State ( 3 ) ( 315 ) Foreign 13 ( 166 ) Total deferred benefit $ ( 39 ) $ ( 595 ) Total $ 50 $ ( 342 ) F-35 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 Year Ended December 31, 2025 Income tax expense (benefit): Federal $ (49) State 19 Foreign 80 Total income tax expense (benefit) $ 50 Income taxes paid (net of refunds) for the year ended December 31, 2025, were as follows (in thousands): Year Ended December 31, 2025 U.S. Federal $ — U.S. State 5 China 129 Taiwan 106 Other Foreign 3 Total $ 243 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 19 — % Foreign reconciling items Ireland Net Operating Loss 2 ( 5,795 ) 5.0 % Other — — % 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. F-36 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 (20.5) % Foreign income tax rate and benefit 16.6 % Effect of permanent differences (0.2) % Non deductible executive compensation (1.5) % Non deductible expenses - mark to market liabilities 8.7 % Stock based compensation (4.3) % State tax, net of federal 0.3 % Other (1.0) % Total 0.4 % 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, 2025 and 2024, deferred tax assets and liabilities consist of the following (in thousands): December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 121,046 $ 86,793 Benefit of tax credit carry-forwards 208 208 Start-up costs 1,001 1,132 Capitalized research costs 12,442 17,473 Stock compensation 6,224 8,011 Lease Liabilities 1,138 1,383 Other 3,299 2,251 Valuation allowance ( 67,264 ) ( 50,444 ) $ 78,094 $ 66,807 Deferred tax liabilities: Right of Use Asset ( 1,197 ) ( 1,300 ) Depreciation — ( 53 ) Effect of the Future Foreign Branch Loss Reversal ( 65,620 ) ( 50,184 ) Intangibles ( 11,682 ) ( 15,711 ) $ ( 78,499 ) $ ( 67,248 ) Net deferred tax balance $ ( 405 ) $ ( 441 ) 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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income. 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. F-37 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 $ 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. 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. The Company had no unrecognized tax benefits for the years ended December 31, 2025 or December 31, 2024. The Company recognizes interest and penalties related to unrecognized tax benefits in operating expenses. No such interest and penalties were recognized during the years ended December 31, 2025 and 2024. 15. COMMITMENTS AND CONTINGENCIES Purchase Obligations 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 (each, a “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 (a “Customer Indemnification”). 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. The Company believes its internal development processes and other policies and practices limit its exposure related to such indemnifications. 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 F-38 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. Release and license agreement In March 2023, the Company entered into a Release and License Agreement (the “Agreement”) with a university. The Agreement stipulates the Company pay the university a total of $ 1.0 million over a period of three years , with the final payment by March 1, 2026. The agreement licenses the Company to sell certain products covered by a patent owned by the university, subject to the Company paying a royalty fee on revenues for covered products sold during the term. Based on an indemnity agreement entered into in connection with the Company’s acquisition of GeneSiC Semiconductor Inc. in August 2022, the Company expects to be indemnified by the sellers in that transaction for the royalty amounts up to approximately $ 1.0 million. The total amount of accrued royalty was $ 2.1 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 From time to time in the ordinary course of business, the Company may become involved in lawsuits, or end customers, distributors, suppliers or other third parties may make claims against the Company. The Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company is not currently subject to any pending actions or regulatory proceedings that either individually or in the aggregate are expected to have a material impact on its consolidated financial statements. 16. EMPLOYEE BENEFIT PLAN The Company sponsors a 401(k) tax-deferred savings plan for all employees in the United States who meet certain eligibility requirements. Participants may contribute up to the amount allowable as a deduction for federal income tax purposes. The Company contributes a certain percentage of employee annual salaries on a discretionary basis, not to exceed an established threshold. For the fiscal years ended December 31, 2025 and 2024, the Company made $ 0.1 million an d $ 0.7 million, resp ectively, in matching contributions to the 401(k) plan. 17. RELATED PARTY TRANSACTIONS 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 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 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 F-39 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 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. These payments were made at standard market rates in the ordinary course of business. There was no rent obligation as of December 31, 2025. 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. There was no rent obligation as of December 31, 2025. F-40 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 18. 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 ) $ — Other 6 — ( 6 ) — — $ 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 F-41 NAVITAS SEMICONDUCTOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2025 and 2024 19. SUBSEQUENT EVENTS 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. F-42 TABLE OF CONTENTS Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.