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Navitas Semiconductor Corp

For the period ended Mar 31, 2026. Filed May 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 5, 2026

NVTS$8.61+9.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-03.

0001821769-25-000214

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001628280-26-030524

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 98 previous paragraphs and 50 current paragraphs.

21 unchanged; 10 reworded; 19 added; 66 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

Navitas Semiconductor Corporation designs, develops and markets next-generation power semiconductors, including gallium nitride (“GaN”) power integrated circuits (“ICs”), high-voltage silicon carbide (“SiC”) devices, associated high-speed silicon system controllers, and digital isolators used in power conversion and charging applications. We focus primarily on high-power markets, including AI data centers, energy and grid infrastructure, performance computing, and industrial electrification. Our products are designed to improve system efficiency, increase power density, enhance thermal performance, and reduce overall system size and cost compared to traditional silicon-based technologies. By leveraging the electrical properties of wide-bandgap (“WBG”) materials such as GaN and SiC, our solutions enable higher switching frequencies, higher voltage operation, and improved energy efficiency. These capabilities are increasingly important in applications such as hyperscale data centers, renewable energy systems, grid modernization infrastructure, and industrial automation.

Current report

We operate as a fabless semiconductor design company and outsource wafer fabrication, assembly, and testing to qualified third-party manufacturing partners. This business model allows us to operate with relatively low capital expenditure requirements; however, our results depend on the capacity, cost structure, yield performance, and operational execution of our manufacturing partners. We maintain operations around the world, including the United States, Philippines, China, Taiwan, and South Korea, with principal executive offices in Torrance, California.

Current report

We continue to execute the Navitas 2.0 Restructuring Plan, which was initiated in the fourth quarter of 2025 to reposition the Company as a focused high-power semiconductor provider serving large, durable, higher-margin markets. The plan remains centered on portfolio and organizational realignment, technology roadmap execution, go-to-market optimization, and disciplined investment in strategic end markets.

Current report

The decline in sales of $5.4 million or 39% was primarily due to the decrease in sales of mobile in the Asia region, primarily China, and consumer markets.

Current report

The decrease of $3.4 million or 38% was primarily driven by a decline in sales. The increase in percent of revenue was primarily due to higher stock-based compensation.

Current report

The increase of $1.9 million was primarily driven by an increase in stock-based compensation as well as research and development materials, partially offset by a decrease in headcount related cost as a result of the Company’s reductions in force.

Current report

The decrease of $0.5 million, or 4%, was primarily driven by a reduction in sales commissions and professional fees partially offset by an increase in stock-based compensation.

Current report

The decrease of $1.0 million was primarily due to timing of restructuring related plans.

Current report

The decrease in other income of approximately $14.8 million is primarily due to the change in fair value of our earnout liabilities of $16.0 million partially offset by an increase in interest and dividend income.

Current report

In the first quarter of 2026, the Company discontinued the application of the equity method of accounting following the loss of significant influence.

Current report

Net cash used in operating activities for the three months ended March 31, 2026 was $16.4 million compared to $13.5 million for the three months ended March 31, 2025. The increase was primarily driven by a higher net loss, including unfavorable change in the fair value of the earnout liability and working capital, partially offset by higher non-cash stock-based compensation.

Current report

Net cash used in investing activities increased slightly during the three months ended March 31, 2026, compared to the same period in 2025, primarily due to additional capital expenditures for R&D equipment.

Current report

Net cash provided by financing activities increased $0.6 million primarily driven by higher proceeds from stock option exercises, partially offset by increased payments on finance lease obligations.
Removed paragraphs (66)

Previous report

Navitas Semiconductor Corporation, a Delaware holding company, operates through its wholly owned subsidiaries, including Navitas Semiconductor Limited and GeneSiC Semiconductor LLC (“GeneSiC”). Originally founded in 2014 as the Legacy Navitas Semiconductor business (“Legacy Navitas”), we were previously an SEC registrant named Live Oak Acquisition Corp. II (“Live Oak”). On October 19, 2021, we completed a business combination (which we refer to as the “Business Combination”) in which, among other transactions, Live Oak acquired Navitas Semiconductor Limited and its subsidiaries, and changed our name to Navitas Semiconductor Corporation. We acquired GeneSiC Semiconductor in August 2022. Further details about the Business Combination and the acquisition of GeneSiC Semiconductor can be found in our SEC filings.

Previous report

The Company designs, develops and markets next-generation power semiconductors including GaN power integrated circuits, high-voltage SiC devices and associated high-speed silicon system controllers, and digital isolators used in power conversion and charging. The Company focuses on high-power markets including AI data centers, performance computing, energy and grid infrastructure, and industrial electrification. The Company believes that its products provide superior efficiency, performance, size, cost and sustainability relative to existing silicon technology. The Company presently operates as a product design house that contracts the manufacturing of its chips and packaging to partner suppliers. Navitas maintains its operations around the world, including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea and the Philippines, with principal executive offices in Torrance, California. Navitas has over 300 patents issued or pending and is the world’s first semiconductor company to be CarbonNeutral®-certified. We utilize a fabless business model, working with third parties to manufacture, assemble and test our designs. Our fabless model allows us to run the business today with minimal capital expenditures.

Previous report

Our go-to-market strategy is based on partnering with leading manufacturers and suppliers through focused product development, addressing both mainstream and emerging applications. We consider ourselves to be a pioneer in the GaN market with a proprietary, proven GaN power IC platform that is shipping in mass production to tier-1 companies including Samsung, Dell, Lenovo, LG, Xiaomi, OPPO, Amazon, vivo and Motorola. Most of the products we ship today are used primarily as components in mobile device chargers, but we have recently announced a transition to focus on high-power markets.

Previous report

In support of our technology leadership, we have formed relationships with numerous Tier 1 manufacturers and suppliers over the past eight years, gaining significant traction in mobile and consumer charging applications. Navitas GaN is now in mass production with all of the top 10 global mobile OEMs for smartphones, and is in development with all 10 for laptops. In addition, our supply chain partners have committed manufacturing capacity in excess of what we consider to be necessary to support our continued growth and expansion.

Previous report

A core strength of our business lies in our industry leading IP position. In addition to our comprehensive patent portfolio, our biggest proprietary advantage is our process design kit (PDK), the ‘how-to’ guide for Navitas designers to create new GaN based devices and circuits. Our GaN power IC inventions and intellectual property translate across all of our target markets from mobile, consumer, data centers, and new energy sectors, which include EV, renewables and energy storage. We evaluate various complementary technologies and look to improve our PDK, in order to keep introducing newer generations of GaN technology. In the three and nine months ended September 30, 2025, we spent approximately 131% and 97%, resp ectively, of our revenue on research and development. Navitas’ research and development activities are located primarily in the US and China. In the three and nine months ended September 30, 2024, we spent approximately 82% and 95%, respec tively, of our revenue on research and development.

Previous report

On March 19, 2025, we entered into an Open Market Sale Agreement SM (the “Sale Agreement”) with Jefferies LLC (“Jefferies”). We subsequently completed two ATM offerings referred to as ATM One and ATM Two, respectively. Pursuant to each agreement, we may offer and sell, from time to time, shares of its Class A common stock, par value $0.0001 per share, having an aggregate offering price of up to $50.0 million through Jefferies as sales agent. As of June 30, 2025, we completed the sale of shares under both ATM One and ATM Two resulting in approximately 11.1 million shares under ATM One and 8.7 million shares under ATM Two, with gross proceeds of approximately $100.0 million and offering-related costs of $3.3 million in total. All sales were completed in the second quarter of 2025.

Previous report

Our revenues fluctuate in response to a combination of factors. In addition, our revenues may fluctuate in response to the Company’s announced transition to high-power markets. Some of the factors that may cause these revenue fluctuations include the following:

Previous report

•our overall product mix and sales volumes, including changing product and market mix;

Previous report

•gains and losses in market share and design win traction, including the Company’s ability to ramp products in its new high-power;

Previous report

•the stage of our products in their respective life cycles;

Previous report

•the effects of competition and competitive pricing strategies, particularly in the mobile and consumer markets impacted by our announced transition to high-power markets;

Previous report

•availability of specialized field application engineering resources supporting demand creation and end customer adoption of new products;

Previous report

•achieving acceptable yields and obtaining adequate production capacity from our wafer foundries and assembly and test subcontractors;

Previous report

•market acceptance of our end customers’ products; governmental regulations influencing our markets;

Previous report

•declines in average selling prices due to product advances and market competition;

Previous report

•changes in customer and distributor relationships including the Company’s announced consolidation of its distribution network in connection with its transition to high-power markets; and

Previous report

Our product revenue is recognized when the customer obtains control of the product and the timing of recognition is based on the contractual shipping terms of a contract. We provide a nonconformity warranty which is not sold separately and does not represent a separate performance obligation. Our product revenue is diversified across the United States, Europe, and Asia. We consider the domicile of our end customers, rather than the distributors we sell to directly to be the basis of attributing revenues from external customers to individual countries. Revenue for the three and nine months ended September 30, 2025 and 2024, excluding channel inventories, were attributable to end customers in the following countries:

Previous report

Cost of Revenues consists primarily of the cost of semiconductors purchased from subcontractors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead (which includes depreciation and amortization) associated with such purchases, final test and wafer level yield fallout, inventory impairments, consumables, system and shipping costs. Cost of revenues also includes compensation related to personnel associated with manufacturing, including costs related to cash and stock-based employee compensation.

Previous report

Costs related to research, design, and development of our products are expensed as incurred. Research and development expense consists primarily of pre-production costs related to the design and development of our products and technologies, including costs related to cash and stock-based employee compensation, benefits and related costs of sustaining our engineering teams, project material costs, third-party fees paid to consultants, prototype development expenses, write-offs of material to be utilized in research and development, and other costs incurred in the product design and development process.

Previous report

Selling, general and administrative costs include employee compensation, including cash and stock-based compensation and benefits for executive, finance, business operations, sales, field application engineers and other administrative personnel. In addition, it includes marketing and advertising, IT, outside legal professional fees and legal settlements, tax and accounting services, insurance, and occupancy costs and related overhead based on headcount. Selling, general and administrative costs are expensed as incurred.

Previous report

Interest income (expense), net primarily consists of interest earned on bank deposits and interest expense on our royalty agreement.

Previous report

Dividend income consists of income earned on money market treasury funds that are recorded as cash equivalents.

Previous report

Legacy Navitas is a dual domesticated corporation for Ireland and U.S. federal income tax purposes. Refer to Note 13 - “Provision for Income Taxes”, in our accompanying condensed consolidated financial statements elsewhere in this quarterly report.

Previous report

Equity method investment loss consists of our proportionate share of our joint venture’s loss, which we began recognizing in October 2024 when we started accounting for the investment under the equity method.

Previous report

Revenue for the three months ended September 30, 2025 was $10.1 million compared to $21.7 million for the three months ended September 30, 2024, a decrease of $11.6 million, or 53%. The decline in sales was mainly due to the decline in sales to the mobile and consumer markets in the China region.

Previous report

Cost of revenues for the three months ended September 30, 2025 was $6.3 million compared to $13.1 million for the three months ended September 30, 2024, a decrease of $6.8 million or 52%. The change was primarily driven by a decline in sales to the mobile and consumer markets in the China region coupled with product mix.

Previous report

Research and development expense for the three months ended September 30, 2025 of $13.3 million decreased by $4.5 million, or 26%, when compared to the three months ended September 30, 2024. This is primarily driven by a decrease in stock-based compensation of approximately $1.3 million, coupled with a decrease in headcount and employee costs of $3.4 million as a result of the Company’s reduction in forces.

Previous report

Selling, general and administrative expense for the three months ended September 30, 2025 of $5.2 million decreased by $9.8 million, or 65%, when compared to the three months ended September 30, 2024. This decrease was primarily driven by lower stock-based compensation of approximately $9.6 million, primarily due to a $8.5 million reversal of stock-based compensation due to the separation of our CEO who held 2021 LTIP Options, coupled with a decrease in headcount and employee-related costs of $1.2 million resulting from the Company’s workforce reduction and a $0.7 million decrease in bad debt expense. These decreases were partially offset by $2.5 million in CEO transition costs.

Previous report

Interest income primarily consists of interest earned on our interest earning account and interest expense is associated with our royalty agreement. The $0.4 million increase in interest income was primarily attributable to higher cash balances.

Previous report

Dividend income consists of income earned on our money market treasury funds that are recorded as cash equivalents on our consolidated balance sheet. Decrease of $0.2 million is primarily due to decreases in our investment balances in September 30, 2025 compared to September 30, 2024.

Previous report

During the three months ended September 30, 2025, we recognized a $0.8 million loss from the change in fair value of our earnout liabilities. The change of $10.0 million was primarily a result of the increase of the closing price of our Class A common stock listed on the Nasdaq, resulting in the increase in the estimated fair value of the earnout shares from $0.46 as of September 30, 2024 to $3.20 as of September 30, 2025.

Showing the first 40 of 66 passages. Open the source sections for the rest.

Reworded paragraphs (10)

Previous wording

Our business is subject to certain risks that could materially and adversely affect our business, financial condition, results of operations, or the value of our securities. These and other risk factors are discussed in the Risk Factors section beginning on p. 15 of our annual report on Form 10-K for the year ended December 31, 2024, as updated in the Risk Factors section in this quarterly report on Form 10-Q, and in other documents we file. If any of these risks materialize or if our assumptions underlying forward-looking statements prove to be incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Current wording

Our business is subject to certain risks that could materially and adversely affect our business, financial condition, results of operations, or the value of our securities. These and other risk factors are discussed in the Risk Factors section beginning on p. 13 of our annual report on Form 10-K for the year ended December 31, 2025, as updated in the Risk Factors section in this quarterly report on Form 10-Q, and in other documents we file. If any of these risks materialize or if our assumptions underlying forward-looking statements prove to be incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Previous wording

We design, develop and manufacture GaN ICs, SiC MOSFETs and Schottky MPS diodes that deliver best-in-class performance, ruggedness and quality. Our revenue represents the sale of semiconductors through specialized distributors to original equipment manufacturers (“OEMs”), their suppliers and other end customers.

Current wording

We design, develop and manufacture GaN FETs, GaN ICs, SiC MOSFETs and modules, and Schottky diodes that deliver best-in-class performance, ruggedness, and quality. Our revenue represents the sale of semiconductors through specialized distributors to original equipment manufacturers (“OEMs”), their suppliers, and other end customers. We consider the domicile of our end customers, rather than the distributors we sell to directly, to be the basis of attributing revenues from external customers to individual countries. Revenues for the three months ended March 31, 2026 and 2025 (in thousands) were attributable to end customers in the following countries:

Previous wording

Amortization of intangible assets remained fairly unchanged as we did not acquire new intangible assets.

Previous wording

Income tax benefit for the three months ended September 30, 2025 remained relatively flat and the income tax provision for the three months ended September 30, 2024 was $0.1 million. We expect our tax rate to remain close to zero in the near term due to full valuation allowances against deferred tax assets.

Current wording

Income tax provision was flat primarily due to our large loss from operations. We expect our tax rate to remain close to zero in the near term due to full valuation allowances against deferred tax assets.

Previous wording

Our primary use of cash is to fund our operating expenses, working capital requirements, and outlays for strategic investments and acquisitions. In addition, we use cash to conduct research and development, incur capital expenditures, and fund our debt service obligations.

Current wording

Our primary use of cash is to fund operating expenses, working capital requirements, research and development, and capital expenditures. In addition, we use cash for strategic investments and acquisitions.

Previous wording

We expect to continue to incur net operating losses and negative cash flows from operations and we expect our research and development expenses, general and administrative expenses and capital expenditures will continue to increase. We expect our expenses and capital requirements to increase in connection with our ongoing initiatives to expand our operations, product offerings and end customer base.

Current wording

We expect to continue to incur net operating losses and negative cash flows from operations and we expect our research and development expenses, general and administrative expenses, and capital expenditures will remain relatively flat.

Previous wording

As of September 30, 2025, we had cash and cash equiva lents of $150.6 million. The Company believes that our current levels of cash and cash equivalents are sufficient to finance our operations, working capital requirements and capital expenditures for the foreseeable future. However, the Company recently announced a transition towards high-power markets which may require additional capital to execute. As a result, the Company may reconsider its capital requirements and pursue additional liquidity.

Current wording

We currently expect to fund our cash requirements through the use of cash and cash equivalents on hand. We believe that our current levels of cash and cash equivalents are sufficient to finance our operations, working capital requirements, and capital expenditures for the foreseeable future.

Previous wording

The following table summarizes our consolidated cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):

Current wording

The following table summarizes our consolidated cash flows for the three months ended March 31, 2026 and 2025 (in thousands):

Previous wording

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Current wording

We derive liquidity primarily from cash on hand and equity financing activities. The changes in our cash flows for the three months ended March 31, 2026, compared to the same period in 2025, were primarily driven by the following:

Previous wording

In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. As of September 30, 2025, our non-cancellable contractual arrangements consisted of lease obligations and an agreement for the purchase of equipment. Refer to Note 8 - “Leases” for further information on our minimum future payments related to lease obligations. In December 2024, we entered into an agreement with a vendor for the purchase of equipment, requiring quarterly installment payments. Refer to Note 15 - “Commitments and Contingencies” for additional details on purchase obligations.

Current wording

In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. As of March 31, 2026, our non-cancellable contractual arrangements consisted of lease obligations and an agreement for the purchase of equipment. Refer to Note 9 - “Leases” for further information on our minimum future payments related to lease obligations.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Income tax provision for the nine months ended September 30, 2025 decreased to $0.1 million when compared to the income tax provision of $0.3 million for the nine months ended September 30, 2024 mainly due to lower taxable income. We expect our tax rate to remain close to zero in the near term due to full valuation allowances against deferred tax assets.