Navitas Semiconductor Corp

PROPOSAL 2

BOARD DECLASSIFICATION AMENDMENT PROPOSAL

On April 28, 2026, the Board voted to adopt, and to recommend to stockholders that they approve, a Certificate of Amendment (the “Board Declassification Amendment”) to the Certificate of Incorporation, in substantially the form attached hereto as Appendix A, which, if approved by the stockholders, would declassify the Board starting with the 2027 annual meeting of stockholders. If approved by the stockholders at the Annual Meeting, the Company would adopt this Proposal 2 by causing the Board Declassification Amendment to be filed with the Secretary of State of the State of Delaware promptly following the Annual Meeting.

Background and Governance Considerations

The Certificate of Incorporation currently divides the Board into three classes, with the terms of office of the three classes of directors ending in successive years. If the Board Declassification Amendment is approved by the Company’s stockholders at the Annual Meeting, the terms of each of the Company’s directors, including those three directors elected as Class II directors at the Annual Meeting, will expire at the 2027 annual meeting of stockholders. As a result, if the Board Declassification Amendment is approved by the stockholders, the Board will no longer be divided into classes beginning at the 2027 annual meeting of stockholders, and each director would serve a one-year term and stand for re-election to the Board on an annual basis. The change in the directors’ term length will be effective upon the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware.

The Board determined, as a matter of corporate governance best practice, to amend the Certificate of Incorporation to eliminate its classified structure and submit this Proposal 2 for approval by the stockholders at the Annual Meeting. The Board believes that annual director elections will allow for increased stockholder engagement on Board composition and director performance.

Effect of the Board Declassification Amendment

If approved by our stockholders at the Annual Meeting, the Board Declassification Amendment as described in this Proposal 2 and as further set forth on Appendix A will become effective immediately upon filing of the Certificate of Amendment with the Secretary of State of the State of Delaware. In particular, each of Sections 5.2(b), 5.2(c), 5.3, and 5.5 of the Certificate of Incorporation will be amended and restated in their entirety to remove all references to the current classified structure of the Board in favor of references to a one-year term for directors, as applicable.

If our stockholders do not approve the Board Declassification Amendment, it will not be filed the Certificate of Amendment with the Secretary of State of the State of Delaware, the Board will maintain its current classified structure, the terms of the directors elected at the Annual Meeting will expire at the 2029 annual meeting of stockholders and there will be no change to the terms of the then-existing directors.

Under Article X of our Certificate of Incorporation, the Company, subject to certain exceptions described therein, reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force that may be added or inserted, in the manner prescribed by this the Certificate of Incorporation and DGCL.

Pursuant to Section 242(b)(1) of the DGCL, the approval of the Board Declassification Amendment Proposal requires the affirmative vote of a majority of the outstanding shares of our Class A common stock. Abstentions, broker non-votes and failures to vote will have the same effect as votes “against” the proposal.

The Board recommends that stockholders vote “For” the Board Declassification Amendment Proposal.