Navitas Semiconductor Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Management of the Company has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 using the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2025 . Remediation of Previously Reported Material Weaknesses We previously disclosed entity level material weaknesses in our internal control over financial reporting related to the following: The Company did not fully maintain components of the COSO framework, including elements of the control environment, risk assessment, control activities, and monitoring activities components, relating to: (i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives across the entity, (ii) sufficiency of competent personnel with appropriate levels of knowledge, experience, and training in accounting for complex and non-routine transactions, and internal control matters to perform assigned responsibilities and have appropriate accountability for the design and operation of internal control over financial reporting; and (iii) ensuring control activities identified were performed in accordance with established policies, and (iv) performing ongoing evaluation to ascertain whether the components of internal controls are present and functioning. The entity level material weaknesses contributed to other material weaknesses within the Company’s system of internal control over financial reporting as follows: • the Company lacked sufficient controls to accurately identify and present activity within its statements of operations and cash flows. Specifically, the Company lacked controls in order to (1) accurately identify and present cash flows as either operating, investing or financing activities and (2) classify expenses within total operating expenses, and correctly classify activity associated with its equity method investment; and, 84 TABLE OF CONTENTS • the Company's external reporting process was not appropriately designed to accurately identify, record, present and disclose transactions, including research and development assets, property and equipment and equity transactions. We completed the following activities as part of remediating these material weaknesses: • engaged an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and to assist with the remediation of deficiencies, • hired third-party resources with relevant expertise to augment our internal resources, • strengthened training for newly hired and existing personnel to support our internal controls, • performed continuous risk assessment to identify and assess risks of material misstatement to ensure that the impacted financial reporting processes and related internal controls were properly designed and implemented to respond to those risks in our financial reporting processes, • implemented policies and procedures to improve our monitoring controls around timely evaluation and communication as to whether the components of internal controls were present and functioning, • designed and implemented control activities in order to ensure that the Company’s financial close and reporting activities specifically address appropriate consideration and presentation of transactions recorded within the statements of operations and cash flows. • designed and implemented control activities in order to ensure that transactions related to research and development assets, property and equipment and equity transactions are appropriately identified, recorded, presented and disclosed, including (1) implementing established policies related to review of significant contracts and transactions, and (2) ensuring that significant contracts and transactions have documented accounting considerations. Changes in Internal Control Over Financial Reporting During the fourth quarter of fiscal 2025, management completed the remediation steps for the previously-identified material weaknesses, as described above. There have been no other changes in internal control over financial reporting during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. Part III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item is incorporated by reference from the definitive proxy statement on Schedule 14A for our 2026 annual stockholders’ meeting, to be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended December 31, 2025 (our “Proxy Statement”). Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our President and Chief Executive Officer, Chief Financial Officer, and other executive and senior officers. The full text of this code of business conduct and ethics is posted on the investor relations page of our website, at 85 TABLE OF CONTENTS https://ir.navitassemi.com/corporate-governance/documents-charters. The reference to our website address in this filing does not include or incorporate by reference the information on that website into this filing. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of those provisions, on our website or in public filings to the extent required by the applicable rules. Item 11. Executive Compensation. The information required by this item is incorporated by reference from our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated by reference from our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference from our Proxy Statement. Item 14. Principal Accountant Fees and Services. The information required by this item is incorporated by reference from our Proxy Statement. Part IV Item 15. Exhibits and Financial Statement Schedules. (a) (1) Financial Statements . Financial statements included in this annual report are listed under Part II, Item 8. (2) Financial Statement Schedules . Schedules not listed under Part II, Item 8 have been omitted because they are not required, not applicable, or the required information is otherwise included. (3) Exhibits. The exhibits listed below are filed or furnished, as applicable, as part of this annual report or are incorporated by reference as indicated. 86 TABLE OF CONTENTS EXHIBIT INDEX Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 2.1 Business Combination Agreement and Plan of Reorganization, dated as of May 6, 2021, among Live Oak Acquisition Corp. II, Live Oak Merger Sub Inc. and Navitas Semiconductor Limited, including as domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC (“Legacy Navitas”) 8-K 001-39755 2.1 5/7/2021 2.2 Agreement and Plan of Merger, dated as of August 15, 2022, by and among Navitas Semiconductor Corporation, Gemini Acquisition LLC, GeneSiC Semiconductor Inc., Ranbir Singh and The Ranbir Singh Irrevocable Trust dated February 4, 2022 10-Q 001-39755 2.1 11/14/2022 3.1 Second Amended and Restated Certificate of Incorporation of Navitas Semiconductor Corporation 8-K 001-39755 3.1 10/25/2021 3.2* Amended and Restated Bylaws of Navitas Semiconductor Corporation, as amended 8-K 001-39755 3.1 4/10/2025 4.1 Description of Registrant’s Securities 10-K 001-39755 4.1 3/6/2024 10.1† Navitas Semiconductor Corporation 2021 Equity Incentive Plan 8-K/A 001-39755 10.5 11/15/2021 10.2† Form of Restricted Stock Unit Agreement 8-K 001-39755 10.6 10/25/2021 10.3† Form of Stock Option Agreement 8-K 001-39755 10.7 10/25/2021 10.4† Amended and Restated Navitas Semiconductor Limited 2020 Equity Incentive Plan S-4/A 333-256880 10.16 8/23/2021 10.5 Registration Rights Agreement, dated December 2, 2020, among Live Oak Acquisition Corp. II, Live Oak Sponsor Partners II, LLC and certain other security holders named therein 8-K 001-39755 10.3 12/8/2020 10.6† Form of Indemnification Agreement 8-K 001-39755 10.4 10/25/2021 10.7 Lock-Up Agreement (Management) , dated as of May 6, 2021, among Live Oak Acquisition Corp. II, Legacy Navitas and certain equity holders of Legacy Navitas 8-K 001-39755 10.2 5/7/2021 10.8 Lock-Up Agreement (VPs) , dated as of May 6, 2021, among Live Oak Acquisition Corp. II, Legacy Navitas and certain equity holders of Legacy Navitas 8-K 001-39755 10.3 5/7/2021 10.9 Lock-Up Agreement (Non-Management) , dated as of May 6, 2021, among Live Oak Acquisition Corp. II, Legacy Navitas and certain equity holders of Legacy Navitas 8-K 001-39755 10.4 5/7/2021 10.10 Sponsor Letter Agreement, dated December 2, 2020, between Live Oak Acquisition Corp. II and Live Oak Sponsor Partners II, LLC 8-K 001-39755 10.2 12/8/2020 10.11 Amendment to Letter Agreement, dated May 6, 2021 , among Live Oak Acquisition Corp. II, its officers and directors and Live Oak Sponsor Partners II, LLC 8-K 001-39755 10.5 5/7/2021 10.12† Employment Agreement of Gene Sheridan , dated as of May 6, 2021 S-4/A 333-256880 10.14 8/23/2021 10.13† Employment Agreement of Daniel Kinzer, dated as of May 6, 2021 S-4/A 333-256880 10.15 8/23/2021 10.14† Employment Agreement of Todd Glickman, dated as of May 6, 2021 8-K 001-39755 10.2 10/25/2021 10.15 Sponsor Letter Agreement, dated October 6, 2021, among Live Oak Sponsor Partners II, LLC, Live Oak Acquisition Corp. II and Navitas Semiconductor Limited 8-K 001-39755 10.3 10/7/2021 87 TABLE OF CONTENTS Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 10.16† Employment Offer Letter, dated May 17, 2022, between Ron Shelton and Navitas Semiconductor Corporation 10-Q 001-39755 10.1 8/15/2022 10.17† Registration Rights Agreement, dated August 15, 2022, among Navitas Semiconductor Corporation, Ranbir Singh and The Ranbir Singh Irrevocable Trust dated February 4, 2022 10-Q 001-39755 10.1 11/14/2022 10.18† Employment Offer Letter, dated August 15, 2022, among Navitas Semiconductor Corporation, Navitas Semiconductor USA, Inc. and Ranbir Singh 10-K/A 001-39755 10.31 4/14/2023 10.19† Navitas Semiconductor 2022 Employee Stock Purchase Plan 10-K 001-39755 10.23 3/6/2024 10.20† Navitas Semiconductor Executive Severance Plan 8-K 001-39755 10.1 1/3/2024 10.21† Employment Offer Letter, dated December 1, 2023, between Navitas Semiconductor USA, Inc. and Janet Chou 10-K 001-39755 10.25 3/6/2024 10.22† Letter Agreement, dated January 9, 2024, among Navitas Semiconductor USA, Inc., Navitas Semiconductor Corporation and Ron Shelton 10-K 001-39755 10.26 3/6/2024 10.23† Letter Agreement, dated July 31, 2024, among Navitas Semiconductor USA, Inc., Navitas Semiconductor Corporation and Ranbir Singh 10-Q 001-39755 10.1 8/5/2024 10.24†* Letter Agreement, effective November 26, 2024, among Navitas Semiconductor USA, Inc., Navitas Semiconductor Corporation and Ranbir Singh 10-K 001-39755 10.24 3/19/2025 10.25† CEO Transition Agreement, dated as of August 22, 2025, between the Company and Gene Sheridan 10-Q 001-39755 10.1 11/3/2025 10.26† Employment Agreement, dated as of August 22, 2025, among the Company, Navitas Semiconductor USA, Inc. and Chris Allexandre 10-Q 001-39755 10.1 11/3/2025 10.27† Agreement, dated April 23, 2025, among Navitas Semiconductor Corporation, Ranbir Singh and SiCPower, LLC 8-K 001-39755 10.1 4/23/2025 10.28 Placement Agent Agreement, dated November 6, 2025, by and among the Company and Needham & Company, LLC 8-K 001-39755 10.1 11/10/2025 10.29+ Form of Securities Purchase Agreement 8-K 001-39755 10.1 11/10/2025 10.30+ Form Registration Rights Agreement 8-K 001-39755 10.1 11/10/2025 10.31 Letter of resignation from Daniel M. Kinzer, dated April 23, 2025 10-Q 001-39755 10.1 8/4/2025 10.32 Separation and Release of Claims Agreement, dated May 1, 2025, among Navitas Semiconductor Corporation, Navitas Semiconductor Limited, Navitas Semiconductor USA, Inc. and Daniel M. Kinzer 10-Q 001-39755 10.1 8/4/2025 19.1 Insider Trading Policy 10-K 001-39755 19.1 3/6/2024 19.2 Equity Grant Policy and Procedures 10-K 001-39755 19.2 3/6/2024 21.1 List of Subsidiaries 10-K 001-39755 21.1 3/6/2024 23.1* Consent of KPMG LLP 23.2* Consent of Baker Tilly US, LLP 24.1* Power of Attorney (included on signature page) 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act 32.1** Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. § 1350 88 TABLE OF CONTENTS Incorporated by Reference Exhibit Description Form File No. Exhibit Filing Date 97.1* Navitas Semiconductor Dodd-Frank Clawback Policy 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document _____________________________________________ † Management contract or compensatory arrangement. + Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. * Filed herewith. ** Furnished herewith. Item 16. Form 10–K Summary. None. 89 TABLE OF CONTENTS SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NAVITAS SEMICONDUCTOR CORPORATION By: /s/ Chris Allexandre Chris Allexandre President and Chief Executive Officer (principal executive officer) Date: February 27, 2026 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Todd Glickman and Matthew Sant, jointly and severally, his attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign any amendments to this annual report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Chris Allexandre Chris Allexandre President and Chief Executive Officer (principal executive officer) February 27, 2026 /s/ Todd Glickman Todd Glickman Sr. V.P., Chief Financial Officer and Treasurer (principal financial and accounting officer) February 27, 2026 /s/ Richard J. Hendrix Richard J. Hendrix Director February 27, 2026 /s/ Cristiano Amoruso Cristiano Amoruso Director February 27, 2026 /s/ Brian Long Brian Long Director February 27, 2026 /s/ David Moxam David Moxam Director February 27, 2026 /s/ Dipender Saluja Dipender Saluja Director February 27, 2026 /s/ Ranbir Singh Ranbir Singh Director February 27, 2026 /s/ Gary K. Wunderlich, Jr. Gary K. Wunderlich, Jr. Director February 27, 2026 90