Navitas Semiconductor Corp
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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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.
Sep 30, 2026 · Filed Nov 3, 2026
NVTS$8.61+9.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-27.
0001628280-26-049808
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001628280-26-069551
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 52 previous paragraphs and 53 current paragraphs.
31 unchanged; 14 reworded; 8 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 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 (8)
Current report
On October 6, 2026, we acquired Claros, Inc., a power management solutions company developing integrated voltage regulator (IVR) technology for next-generation AI data centers, providing the last step to powering the xPU. Navitas 2.0 now brings together GaN, high-voltage and ultra-high-voltage SiC, and now IVR technologies to break the power wall and address power conversion across the complete grid-to-xPU architecture.
Current report
For the three and nine months ended September 30, 2026, cost of revenues increased by $2.2 million, or 35% and decreased $6.9 million, or 25%, respectively. The increase for the three-month period was primarily driven by higher sales. The decrease for the nine-month period was primarily driven by lower sales and a favorable year-over-year change in inventory reserves, partially offset by a shift in sales mix toward high-power products.
Current report
Research and development expense increased $1.8 million, or 14%, for the three months ended September 30, 2026 compared to the same period in 2025. The increase was primarily due to higher wafer, mask and other foundry costs for new product development, higher personnel costs, and non-recurring engineering costs under our joint development agreement with AlpSemi. These increases were partially offset by lower usage of engineering inventory and a decrease in stock-based compensation.
Current report
Research and development expense increased $5.4 million, or 14%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to higher stock-based compensation and higher wafer, mask and other foundry costs for new product development. These increases were partially offset by lower usage of engineering inventory, the advanced research and development non-recurring engineering impairment recognized in the 2025 period, and lower headcount-related costs resulting from our reductions in force.
Current report
For the three and nine months ended September 30, 2026, the increase of $13.2 million, or 252%, and $18.0 million, or 73%, respectively, was primarily driven by increases in stock-based compensation, including the impact of prior-year reversals associated with forfeited awards of departing executives and stock-based compensation for our 2026 annual bonus, which we expect to settle in shares, and for equity awards granted in 2026 to our executive officers, as well as higher legal and professional fees and acquisition-related costs, partially offset by lower sales commissions and bad debt expense.
Current report
Restructuring expense increased $3.2 million for the three months ended September 30, 2026 and increased $2.5 million, or 172%, for the nine months ended September 30, 2026, primarily due to an additional noncash impairment charge of $2.9 million related to an epitaxial reactor under the Navitas 2.0 Restructuring Plan.
Current report
On October 6, 2026, we completed the acquisition of Claros. In connection with the acquisition, we paid approximately $126 million in cash, net of approximately $9.4 million of cash acquired, subject to customary post-closing adjustments, and issued approximately 6.9 million shares of our Class A common stock. The cash consideration was funded with cash on hand.
Current report
Net cash used in operating activities for the nine months ended September 30, 2026 was $66.9 million compared to $34.8 million for the nine months ended September 30, 2025. The increase was primarily attributable to changes in working capital, which used $32.7 million of cash during the nine months ended September 30, 2026, compared to providing $3.3 million of cash during the nine months ended September 30, 2025. The working capital outflow in 2026 primarily reflected a $19.1 million increase in inventories, a $12.1 million increase in prepaid expenses and other current assets, primarily related to wafer supply prepayments to a foundry partner, and payments of restructuring liabilities accrued as of December 31, 2025. Our net loss of $299.1 million for the nine months ended September 30, 2026 included non-cash expenses, primarily consisting of a $211.0 million loss from the change in fair value of the earnout liability, $27.8 million of stock-based compensation expense and $12.7 million of amortization of intangible assets.
Removed paragraphs (7)
Previous report
Execution of At-The-Market Sales Agreements
Previous report
On May 11, 2026, we entered into a Sales Agreement with Craig-Hallum Capital Group LLC and UBS Securities LLC (the “First Sales Agreement”) pursuant to which we could offer and sell, from time to time, shares of our Class A common stock having an aggregate offering price of up to $125.0 million. The First Sales Agreement terminated in accordance with its terms on May 12, 2026 in accordance with its terms upon completion of the offering. On June 8, 2026, we entered into an additional Sales Agreement with UBS Securities LLC, Morgan Stanley & Co. LLC and Needham & Company, LLC (the “Second Sales Agreement”). Pursuant to the Second Sales Agreement, we may offer and sell, from time to time, shares of our Class A common stock having an aggregate offering price of up to $500.0 million. During the six months ended June 30, 2026, we sold approximately 6.5 million shares of our Class A common stock and completed our $125.0 million at-the-market offering program in its entirety. We also sold approximately 10.9 million shares of our Class A common stock for gross proceeds of $255.8 million of common stock under our $500.0 million at-the-market offering program.
Previous report
For the three and six months ended June 30, 2026, cost of revenue decreased by $5.7 million or 47% and $9.1 million or 43% respectively. This was primarily driven by a decline in sales as well as a shift in sales mix toward high-power products.
Previous report
For the three and six months ended June 30, 2026, the increase of $1.7 million or 14% and $3.6 million or 15% respectively, 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.
Previous report
For the three and six months ended June 30, 2026, the increase of $5.3 million, or 68% and $4.8 million, or 25%, respectively, was primarily driven by increases in stock-based compensation and legal and professional fees, partially offset by lower sales commissions and headcount-related costs.
Previous report
Restructuring expense increased $0.3 million for the three months ended June 30, 2026 and decreased $0.7 million, or 46%, for the six months ended June 30, 2026, primarily due to the January 2025 restructuring plan and fourth quarter 2025 Navitas 2.0 restructuring plan.
Previous report
Net cash used in operating activities for the six months ended June 30, 2026 was $48.3 million compared to $24.8 million for the six months ended June 30, 2025. The increase was driven primarily by the higher net loss, including the unfavorable change in fair value of the earnout liability, as well as unfavorable working capital changes which includes higher inventory related purchases partially offset by higher non-cash stock-based compensation.
Reworded paragraphs (14)
Previous wording
The tables and discussion below present our results for the three months ended June 30, 2026 and 2025 (in thousands):
Current wording
The tables and discussion below present our results for the three and nine months ended September 30, 2026 and 2025 (in thousands):
Previous 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 and six months ended June 30, 2026 and 2025 (in thousands) were attributable to end customers in the following countries:
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, 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 and nine months ended September 30, 2026 and 2025 (in thousands) were attributable to end customers in the following countries:
Previous wording
The decline in sales of $4.0 million or 27% for the three months ended June 30, 2026, and $9.4 million or 33% for the six months ended June 30, 2026, was primarily due to the decrease in sales of mobile in the Asia region, primarily China, and consumer markets.
Current wording
The increase in sales of $3.9 million, or 38%, for the three months ended September 30, 2026, was primarily due to growth in U.S. data center related revenue. For the nine months ended September 30, 2026, there was a decrease of $5.5 million, or 14%, primarily due to a decline in sales of mobile products in the Asia region, primarily China, and consumer markets, partially offset by an increase in U.S. data center related revenue.
Previous wording
For the three and six months ended June 30, 2026, amortization of intangible assets remained relatively consistent compared to the corresponding periods.
Current wording
For the three and nine months ended September 30, 2026, amortization of intangible assets decreased compared to the corresponding prior periods, primarily because certain developed technology intangible assets became fully amortized during the third quarter.
Previous wording
The decrease in other income (expense) of approximately $173.8 million and $188.6 million for the three and six months ended June 30, 2026, respectively, is primarily due to the change in fair value of our earnout liabilities (losses of $203.1 million and $211.0 million in the 2026 periods, compared to losses of $28.0 million and $19.9 million in the corresponding 2025 periods), partially offset by higher interest and dividend income.
Current wording
The decrease in other income (expense), net of approximately $3.2 million and $191.8 million for the three and nine months ended September 30, 2026, respectively, primarily reflects a $7.2 million impairment loss on an equity investment and, for the nine-month period, earnout remeasurement losses of $211.0 million compared to $20.7 million in the corresponding 2025 period, partially offset by higher interest and dividend income.
Previous wording
In the first quarter of 2026, the Company discontinued application of the equity method of accounting following the loss of significant influence. No further equity method investment losses were recognized during the three and six months ended June 30, 2026.
Current wording
In the first quarter of 2026, the Company discontinued application of the equity method of accounting following the loss of significant influence. No further equity method investment losses were recognized during the three and nine months ended September 30, 2026.
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 increase as we continue to grow.
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 increase for the foreseeable future.
Previous 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.
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, even after giving effect to the Claros acquisition, 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 six months ended June 30, 2026 and 2025 (in thousands):
Current wording
The following table summarizes our consolidated cash flows for the nine months ended September 30, 2026 and 2025 (in thousands):
Previous wording
We derive liquidity primarily from cash on hand and equity financing activities. The changes in our cash flows for the six months ended June 30, 2026, compared to the same period in 2025, were primarily driven by the following:
Current wording
We derive liquidity primarily from cash on hand and equity financing activities. The changes in our cash flows for thenine months ended September 30, 2026, compared to the same period in 2025, were primarily driven by the following:
Previous wording
Net cash used in investing activities increased during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to an investment in preferred shares.
Current wording
Net cash used in investing activities increased during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to the $5.0 million purchase of Magnachip common stock and investments in preferred shares.
Previous wording
Net cash provided by financing activities for the six months ended June 30, 2026 increased $271.5 million, primarily driven by $373.2 million of net proceeds from our at-the-market offerings (compared to $96.8 million of net proceeds in 2025), partially offset by the $3.8 million cash settlement of earnout shares and lower proceeds from stock option exercises.
Current wording
Net cash provided by financing activities for the nine months ended September 30, 2026 increased $268.8 million, primarily driven by $373.1 million of net proceeds from our at-the-market offerings (compared to $96.8 million of net proceeds in 2025), partially offset by the $3.8 million cash settlement of earnout shares, $2.6 million of payments on our equipment financing obligation, and lower proceeds from stock option exercises.
Previous wording
In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. As of June 30, 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.
Current wording
In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. As of September 30, 2026, our material cash requirements consisted primarily of lease obligations, milestone-based payments through April 2028 under our joint development agreement with AlpSemi, which may be terminated upon 90 days’ notice, and a final equipment installment of approximately$0.9 million, including applicable taxes, due in December 2026. Refer to Note 9 - “Leases” for further information on our minimum future payments related to lease obligations.
Previous wording
As of June 30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Current wording
As of September 30, 2026, we did not have any off-balance sheet arrangements as defined under SEC rules.