Navitas Semiconductor Corp

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, Philippines, China, Taiwan, and South Korea, 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 June 30, 2026 and December 31, 2025. The Company also has authorized 1.0 million shares of preferred stock, par value of $0.0001 per share (“preferred stock”), with no amounts outstanding as of June 30, 2026 and December 31, 2025. The preferred stock may be issued with terms, rights, and preferences determined by the board of directors at the time of issuance.

Execution of At-The-Market Sales Agreements

On May 11, 2026, the Company filed a shelf registration statement on Form S-3ASR and entered into a Sales Agreement with Craig-Hallum Capital Group LLC and UBS Securities LLC as sales agents, pursuant to which the Company may offer and sell shares of its Class A common stock from time to time in an “at the market” (“ATM”) offering program. During the three and six months ended June 30, 2026, the Company completed sales of approximately 6.5 million shares of Class A common stock under this ATM program, resulting in gross proceeds of approximately $125 million and offering-related costs of approximately $2.5 million. The Sales Agreement terminated in accordance with its terms on May 12, 2026, following the sale of shares of the Company’s Class A common stock constituting the maximum aggregate offering amount of $125.0 million. The shares sold under this ATM program were offered and sold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-295754), the prospectus included therein, and the prospectus supplement filed with the SEC on May 11, 2026.

On June 8, 2026, the Company filed a second automatic shelf registration statement on Form S-3ASR and entered into a new Sales Agreement with UBS Securities LLC, Morgan Stanley & Co. LLC and Needham & Company, LLC as sales agents, pursuant to which the Company may offer and sell shares of its Class A common stock from time to time in an ATM offering program. Under the related prospectus supplement, the Company may offer and sell shares having an aggregate offering price of up to $500.0 million. During the three and six months ended June 30, 2026, the Company completed sales of approximately 10.9 million shares of Class A common stock under this ATM program, resulting in gross proceeds of approximately $255.8 million and offering-related costs of approximately $5.0 million. The shares sold under this ATM program were offered and sold pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-296576), the prospectus included therein, and the prospectus supplement filed with the SEC on June 8, 2026.

Basis of Presentation and Use of Estimates

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, they include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of results for the interim periods. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the SEC's rules and regulations for interim reporting. These Consolidated Financial Statements should be read in conjunction with our audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. We base our estimates and judgments on historical experience, knowledge of current conditions, and our beliefs of what could occur in the future considering available information. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when made, and because of the uncertainty inherent in these matters, the actual results that we experience may differ materially from these estimates under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis.

We describe our accounting methods and practices in more detail in our 2025 10-K. There have been no changes to the significant accounting policies, procedures, or general information described in our 2025 10-K that have had a material impact on our condensed consolidated financial statements and the accompanying notes, except as described in Note 15 - “Related Party Transactions.”

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period present ation for the three and six months ended June 30, 2026. Equipment previously included in construction in progress has been reclassified to computers and other equipment. This reclassification had no impact on net loss or retained earnings.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Standards

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 currently evaluating the extent of the additional disclosures required.

In September 2025, the FASB issued 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 adoption of this guidance will result in additional disclosures within the notes to the Company's consolidated financial statements but will not affect the Company's consolidated financial position, results of operations, or cash flows. The Company is currently evaluating its potential impact on its Consolidated Financial Statements.

3. NET LOSS PER SHARE

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. Diluted loss per share is calculated by dividing net income (loss) by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period. The Company has no plans to declare dividends.

¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested restricted stock units, and 2022 ESPP (as defined below) 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 three and six months ended June 30, 2026 and 2025.

As of June 30, 2026, there were no earnout shares or sponsor earnout shares excluded from diluted weighted-average common shares based on performance, market or forfeiture conditions. The Company’s earnout obligations were settled during the three months ended June 30, 2026, and no earnout liability remained outstanding as of June 30, 2026. See Note 11 - “Earnout Liability.” As of June 30, 2025, the Company excluded 10.0 million earnout shares,3.3 million LTIP options, and 1.3 million sponsor earnout shares subject to forfeiture from the diluted weighted-average share count because the applicable performance and/or market conditions had not been achieved.

4. 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 for thethree and six months ended June 30, 2026 and 2025:

Revenues by Geographic Area

Revenues for thethree and six months ended June 30, 2026 and 2025 were attributable to the following regions:

Concentration of Credit Risk

The following customers represented 10% or more of the Company’s accounts receivable (in thousands).

• Customer revenues or accounts receivable represented less than 10% of total revenues or accounts receivable.

5. BALANCE SHEET COMPONENTS

Accounts Receivable

Accounts receivable are non-interest-bearing and stated net of an allowance for expected lifetime credit losses, as detailed in ourannual report on Form 10-K for the year ended December 31, 2025. Accounts receivable, net consist of the following (in thousands):

Allowance for credit losses activity (in thousands):

Inventories

Inventories consist of the following (in thousands):

Property and equipment, net

Property and equipment, net consist of the following (in thousands):

6. 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 toapproximate fair value for all periods presented.

The following table presents the Company’s fair value hierarchy for financial instruments (in thousands):

7. INTANGIBLES

The following table presents the Company’s finite-lived intangible asset balances by asset class (in thousands):

Total future amortization expense of intangible assets is estimated to be as follows (in thousands):

8. RESTRUCTURING

On January 20, 2025, the Company announced a 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. No restructuring-related liabilities under the 2025 Restructuring Plan remain as of June 30, 2026. During the three and six months ended June 30, 2025, the Company incurred $0 million and $1.5 million, respectively in restructuring costs related to this plan.

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. As of June 30, 2026, the actions under the Restructuring Plan were substantially complete, with remaining costs expected to be recognized by the end of fiscal year 2026.

A summary of the balance sheet activity related to the Restructuring Plan is as follows (in thousands):

9. LEASES

The Company has entered into operating leases primarily for corporate offices, sales offices, research and development facilities, and a finance lease for equipment.

Information related to the Company’s right-of-use assets and related operating and finance lease liabilities was as follows (in thousands):

Maturities of operating and finance lease liabilities were as follows (in thousands):

10. STOCK-BASED COMPENSATION

The following table summarizes the stock-based compensation expense recognized for the three and six months ended June 30, 2026 and 2025:

Equity Incentive Plans

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 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. When 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 June 30, 2026 the Company has 1,337,494 non-statutory stock options outstanding under the 2021 Plan.

Stock Options

Stock options granted under the Plans generally have a contractual term of ten years and vest over four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting quarterly thereafter. Compensation expense for these awards is recognized when the performance condition is considered probable. The fair value ofstock options, including incentive stock options and non-statutory stock options, is estimated on the grant date using the Black-Scholes option pricing model.

A summary of stock options outstanding, and activity during the three and six months then ended, is presented below:

Restricted Stock Units

The Company regularly grants RSUs to employees as a component of their compensation. A summary of RSUs outstanding as of June 30, 2026, and activity during the six months then ended, is presented below:

As of June 30, 2026, unrecognized compensation cost related to unvested RSU awards expected to be recognized totaled $51.8 million. The weighted-average period over which this remaining compensation cost is expected to be recognized is 2.7 years.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities related to fiscal year 2026 (included in “Accrued compensation expenses” on the condensed consolidated balance sheets), by issuing a variable number of fully-vested restricted stock units to its employees in 2027. As of June 30, 2026, the Company accrued $3.3 million for its 2026 annual bonus, which is expected to be settled in the first quarter of 2027 through the issuance of shares. The actual number of shares will be based on the share price at the date of settlement.

2022 Employee Stock Purchase Plan

Under the Company’s 2022 Employee Stock Purchase Plan (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 asix-month period. For the three and six months ended June 30, 2026, employees who elected to participate in the 2022 ESPP purchased 168,363 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $0.8 million. For the three and six months ended June 30, 2025, employees who elected to participate in the 2022 ESPP purchased 400,431 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $0.8 million. The purchase price was $4.71 and $2.07, representing a 15% discount to the fair market value in March 2026 and March 2025, respectively. As of June 30, 2026, the Company had 1,074,104 remaining authorized shares available for purchase. During the three and six months ended June 30, 2026 the Company recognized $0.2 million and $0.4 million of stock-based compensation expense for the 2022 ESPP, respectively.

11. EARNOUT LIABILITY

Certain former stockholders of Legacy Navitas (as defined below) and certain other persons were entitled to receive an aggregate of up to 10.0 million "earnout shares" of the Company's Class A common stock upon the achievement of certain earnout milestones as specifically described in the Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), dated as of May 6, 2021, by and among the Company’s predecessor entity (then named 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”). The earnout milestones represented three independent criteria, each of which entitled the eligible stockholders to up to approximately 3.3 million aggregate earnout shares upon achievement of the applicable milestone, respectively. For additional information regarding the earnout arrangement and the earnout milestones, see Note 11, "Earnout Liability," to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2025.

The earnout obligation was primarily liability-classified. The earnout liability was initially recognized at fair value at the closing of the series of related transactions pursuant to which the predecessor entity of the Company acquired all of the equity interests of Legacy Navitas (the “Business Combination”) in October 2021 and was remeasured at fair value at the end of each subsequent reporting period, with changes in fair value recorded in other income (expense), net, in the condensed consolidated statements of operations. A portion of the earnout shares associated with holders subject to continuing service requirements was equity-classified and accounted for as stock-based compensation (see Note 10, "Stock-based Compensation," to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2025).

During the three months ended June 30, 2026, all three earnout triggering events were achieved. Triggering Event I, Triggering Event II, and Triggering Event III (each, as defined in the Business Combination Agreement) were achieved on May 15, 2026, May 29, 2026, and June 11, 2026, respectively. The Company remeasured the earnout liability through each applicable trigger date and recognized the resulting changes in fair value in other income (expense), net. The change in fair value of the earnout liability was recorded as a loss of approximately $203.1 million and $211.0 million for the three and six months ended June 30, 2026, respectively.

The earnout obligations were settled primarily through the issuance of an aggregate of 9.8 million shares of Class A common stock across Triggering Event I, Triggering Event II, and Triggering Event III. As of June 30, 2026, all earnout obligations had been settled and no earnout liability remained outstanding.

Sponsor Earnout Shares

As previously disclosed, on May 18, 2026, the Company entered into a Settlement, Release and Amendment Agreement with Live Oak Sponsor Partners II, LLC (“Live Oak Sponsor”) to resolve disputes related to the calculation and vesting of certain sponsor earnout shares issued under the Sponsor Letter Agreement entered into in 2021 in connection with the Business Combination.

Pursuant to the agreement, the Company released approximately 0.7 million sponsor earnout shares from vesting, forfeiture and transfer restrictions, approximately 0.4 million sponsor earnout shares were acknowledged as previously earned, and approximately 0.1 million sponsor earnout shares were forfeited by Live Oak Sponsor and cancelled. The sponsor earnout shares were issued at the time of the Business Combination and were subject to vesting restrictions based on certain triggering events described in the Sponsor Letter Agreement.

The sponsor earnout shares subject to the settlement were issued under the Sponsor Letter Agreement and are separate from the Business Combination earnout arrangement described above. The Company accounted for the sponsor earnout share settlement within stockholders’ equity, with no gain, loss, or other impact on the condensed consolidated statements of operations.

12. PROVISION FOR INCOME TAXES

The Company determined the income tax provision for interim periods using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising during the quarter. The Company’s effective tax rates for the three and six months ended June 30, 2026 were (0.03)% and (0.05)%, respectively. The Company’s effective tax rates for the three and six months ended June 30, 2025 were (0.11)% and (0.20)%, respectively. In each quarter, the Company updates its estimated annual effective tax rate, and if the estimated annual effective tax rate changes, a cumulative adjustment is recorded in that quarter. The Company's quarterly income tax provision and quarterly estimate of the annual effective tax rate are subject to volatility due to several factors, including the Company’s ability to accurately predict the proportion of the Company’s loss before provision for income taxes in multiple jurisdictions, the tax effects of the Company’s stock-based compensation, and the effects of its foreign entities.

The Company hadno unrecognized tax benefits, andno related interest or penalties were recognized, during the three and six months ended June 30, 2026 and 2025.

13. SEGMENT INFORMATION

As of June 30, 2026, the Company operates in a single operating and reportable segment. The following table sets forth the Company’s revenue, cost of revenues, total operating expenses, and net loss by its single operating and reportable segment:

14. COMMITMENTS AND CONTINGENCIES

Purchase Obligations

As of June 30, 2026, the Company had non-cancellable contractual agreements that were due beyond one year related to the Company’s 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 $0.9 million during 2026. As of June 30, 2026 and December 31, 2025, $1.4 million and $3.2 million were recorded within accounts payable and other accrued expenses, respectively.

Legal proceedings and contingencies

From time to time, the Company may become involved in lawsuits, or end customers, distributors, suppliers or other third parties may make claims against the Company. The Company records a provision when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Except as described below, 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 condensed consolidated financial statements.

On or about July 7, 2026, Wolfspeed filed a patent infringement lawsuit in the United States District Court for the District of Delaware against the Company and several of its affiliates. The lawsuit alleges that certain Navitas GaN and SiC products infringe multiple Wolfspeed patents, including U.S. Patent Nos. 8,169,005, 10,998,418, 10,886,396, 10,749,443, and 11,888,392 and seeks monetary damages, injunctive relief and other relief. The products against which Wolfspeed is asserting one or more of its patents include the Company’s GaNFast® products (e.g., models NV6115 and NV6512C), GaNSlim™ products, GaNSafe® products, and GaN FET products, as well as its GeneSiC™ MOSFET products and SiCPAK™ Module products. The Company will vigorously defend itself against this lawsuit, but patent litigation is costly and outcomes are uncertain. An adverse result could have a material adverse effect on the Company’s business and even if the Company prevails in the litigation, doing so may be costly and time consuming and may divert management’s attention from its business. The Company has not recorded a liability for this matter. Given the preliminary stage of the proceeding, the Company is unable to estimate the reasonably possible loss or range of loss, if any.

15. RELATED PARTY TRANSACTIONS

Related Party Investment

During 2022 and 2023, the Company invested an aggregate of$2.5 million in preferred interests of an entity under common control with the Company’s joint venture partner. In October 2024, the Company began accounting for this investment under the equity method in accordance with ASC 323 and recorded our share of losses of approximately $0.2 million and $0.5 million during the three and six months ended June 30, 2025, respectively, which were included in “Equity method investment gain (loss)” in the condensed consolidated statements of operations. Effective January 1, 2026, the Company determined it no longer had significant influence over this investee due to the loss of board representation and, accordingly, discontinued application of the equity method and now accounts for the investment under ASC 321 at cost, adjusted for observable price changes. During thethree months ended June 30, 2026, the Company also invested $1.4 million in preferred equity interests of a separate entity. These investments are accounted for as equity investments under ASC 321, Investments – Equity Securities, using the measurement alternative. As of June 30, 2026, the aggregate carrying value of these investments was $9.2 million and is included in Other Assets in the condensed consolidated balance sheets.

Strategic Partnership with Magnachip

Subsequent to June 30, 2026, the Company entered into a strategic partnership with Magnachip Semiconductor Corporation, a related party. See Note 16 - "Subsequent Events" for additional information.

16. SUBSEQUENT EVENTS

Renesas Litigation

On or about July 22, 2026, Renesas Electronics Corporation ("Renesas") filed a lawsuit against the Company and two of the Company's employees who are former employees of Renesas, including the Company's chief executive officer, alleging misappropriation of trade secrets, breach of contract and other claims. The litigation was filed in the United States District Court for the Northern District of California. The Company is evaluating this complaint and intends to vigorously defend itself against these allegations, but a negative result could have a material adverse impact on the Company's business. The Company has not recorded a liability for this matter. Given the preliminary stage of the proceeding, the Company is unable to estimate the reasonably possible loss or range of loss, if any.

Strategic Partnership with Magnachip

On or about July 23, 2026, the Company announced that it had entered into a strategic partnership with Magnachip Semiconductor Corporation ("Magnachip") to license the Company's GeneSiC™ Trench-Assisted Planar™ ("TAP") technology to enter the HV and UHV SiC markets. The agreement also contemplates making the Company's SiC supply chain and materials ecosystem available to Magnachip and porting, qualifying and internalizing this technology at Magnachip's fab in South Korea in the future on commercial terms to be finalized. The financial aspect of this transaction is not readily determinable at this time, but exceeds $120,000. This transaction is a related party transaction because the Company's director, Mr. Cristiano Amoruso, is also a member of Magnachip's board of directors and has an indirect financial interest in both companies. Mr. Amoruso was not involved in the negotiation of this transaction, and the Company's audit committee has reviewed and approved the transaction, with Mr. Amoruso abstaining.