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 September 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 September 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

During the three months ended June 30, 2026, the Company sold approximately 17.4 million shares of Class A common stock in at-the-market offerings, for gross proceeds of approximately $380.7 million and offering-related costs of approximately $7.6 million. The sales were made under two Sales Agreements: the first, entered into on May 11, 2026, terminated on May 12, 2026 upon completion of its $125.0 million offering, and the second, entered into on June 8, 2026, provides for sales of up to $500.0 million. No shares were sold under either agreement during the three months ended September 30, 2026, and approximately $244.3 million remained available under the second agreement as of September 30, 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 condensed 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 and Equity Investments.”

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period present ation for the nine months ended September 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 Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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 Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

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 nine months ended September 30, 2026 and 2025.

As of September 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 September 30, 2026. See Note 11 - “Earnout Liability.” As of September 30, 2025, the Company excluded 10.0 million earnout shares 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 original equipment manufacturers and merchant power supply manufacturers.

The following customers represented 10% or more of the Company’s net revenues for thethree and nine months ended September 30, 2026 and 2025:

Revenues by Geographic Area

Revenues for thethree and nine months ended September 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):

Inventories not expected to be sold or consumed within twelve months of the balance sheet date are classified as Inventories, noncurrent. As of September 30, 2026, Inventories, noncurrent consisted primarily of GaN wafers purchased as buffer inventory to support the transition of GaN wafer supply to a new foundry partner.

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):

Marketable equity securities are measured at fair value using the quoted market price of Magnachip’s common stock. Because the shares were not yet registered for resale at September 30, 2026, they are classified within Level 2. The preferred equity investment was measured at fair value on a nonrecurring basis in connection with the impairment assessment and classified within Level 3.

During the third quarter of 2026, the Company identified impairment indicators related to a preferred equity investment, including the investee’s limited liquidity, continuing operating losses and cash outflows, dependence on additional financing and the failure of an anticipated financing transaction to close. The Company estimated the fair value of the investment using a probability-weighted scenario model under the income approach. Significant unobservable inputs included the probabilities assigned to potential liquidity and exit outcomes, estimated exit values, the timing of those outcomes, additional financing expected to rank senior to the Company’s investment, potential dilution and a discount rate. Based on this valuation, the Company estimated the fair value of the investment at $0.5 million and recognized a noncash impairment loss of$7.2 million in other income (expense), net during the three and nine months ended September 30, 2026.

See Note 15, “Related Party Transactions and Equity Investments,” for additional information.

7. GOODWILL ANDINTANGIBLES

Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but is tested for impairment annually as of September 30, or more frequently if events or changes in circumstances indicate that goodwill may be impaired, by performing a qualitative assessment on the Company’s reporting unit.

As of the annual measurement date of September 30, 2026, the Company’s market capitalization remains above the carrying value of the Company’s assets. Based on its qualitative assessment, the Company determined that it is more likely than not that the fair value of its reporting unit is greater than its carrying amount, and no indicators of impairment are present as of September 30, 2026. There were no changes to goodwill during the three and nine months ended September 30, 2026.

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 September 30, 2026. The Company incurred no restructuring costs under this plan during the three months ended September 30, 2026 and $1.5 million during the nine months ended September 30, 2025.

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 September 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.

During the three months ended September 30, 2026, the Company recognized an additional noncash impairment charge of $2.9 million related to an epitaxial reactor associated with the Navitas 2.0 Restructuring Plan, reducing its carrying amount to zero. Restructuring expense for the three and nine months ended September 30, 2026 also includes a $0.3 million foreign currency remeasurement loss on the euro-denominated liability for the reactor. The impairment followed the cancellation of the planned equipment trade-in and management’s evaluation of updated market information, including indications of limited demand for production use and potential recovery through parts-only disposition. The charge is included in restructuring expense in the condensed consolidated statements of operations.

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 nine months ended September 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 Amended and Restated Navitas Semiconductor Limited 2020 Equity Incentive Plan (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 FASB Accounting Standards Codification (“ASC”) 718 and are recorded in the consolidated statements of operations over the remaining service period of the awards. As of September 30, 2026 the Company has 1,248,859 non-statutory stock options outstanding under the 2021 Plan and 88,635 stock options under the 2020 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 service-based awards is recognized over the requisite service period. For awards with performance conditions, compensation expense is recognized when achievement of the applicable 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 nine months then ended, is presented below:

Restricted Stock Units

The Company regularly grants restricted stock units (“RSUs”) to employees as a component of their compensation. A summary of RSUs outstanding as of September 30, 2026, and activity during the nine months then ended, is presented below:

As of September 30, 2026, unrecognized compensation cost related to unvested RSU awards expected to be recognized totaled $49.5 million. The weighted-average period over which this remaining compensation cost is expected to be recognized is 2.8 years. As of September 30, 2026, unrecognized compensation cost related to unvested stock options totaled $7.7 million, which is expected to be recognized over a weighted-average period of 1.9 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 September 30, 2026, the Company accrued $5.6 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 nine months ended September 30, 2026, employees who elected to participate in the 2022 ESPP purchased 79,843 and 248,206 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $0.6 million and $1.4 million. The purchase prices were $4.71 and $7.62 in March 2026 and September 2026, respectively, representing a 15% discount to the lower of the fair market value at the beginning or end of the applicable offering period. For the three and nine months ended September 30, 2025, employees who elected to participate in the 2022 ESPP purchased 297,674 and 698,105 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $0.7 million and $1.5 million. The purchase price was $2.07 and $2.24, representing a 15% discount to the fair market value in March 2025 and September 2025, respectively. As of September 30, 2026, the Company had 994,261 remaining authorized shares available for purchase. During the three and nine months ended September 30, 2026 the Company recognized $0.2 million and $0.6 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).

All three earnout triggering events were achieved prior to the start of the quarter. 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 $211.0 million for the nine months ended September 30, 2026. There was no change in fair value during the three months ended September 30, 2026.

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 nine months ended September 30, 2026 were 0.06% and (0.04)%, respectively. The Company’s effective tax rates for the three and nine months ended September 30, 2025 were 0.10% and (0.13)%, 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 nine months ended September 30, 2026 and 2025.

13. SEGMENT INFORMATION

As of September 30, 2026, the Company operates in a single operating and reportable segment. The Company’s chief operating decision maker is the Chief Executive Officer. The chief operating decision maker assesses performance for the single segment and decides how to allocate resources based on the factors set forth below. The following table sets forth the Company’s net revenue, cost of revenue (exclusive of amortization of intangibles), total operating expenses (inclusive of amortization of intangibles), other income (expense), income tax provision, equity method investment gain (loss), and net loss by its single operating and reportable segment:

14. COMMITMENTS AND CONTINGENCIES

Purchase Obligations

As of September 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 September 30, 2026 and December 31, 2025, $0.9 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 field-effect transistor (“FET”) products, as well as its GeneSiC™ Metal Oxide Semiconductor Field Effect Transistor (“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.

On or about July 22, 2026, Renesas Electronics Corporation and Renesas Electronics America Inc. (together, “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. On or about September 23, 2026, Renesas filed an amended complaint that added a third employee who is a former employee of Renesas as a defendant and asserted additional similar claims. 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 reasonably the possible loss or range of loss, if any.

15. RELATED PARTY TRANSACTIONS AND EQUITY INVESTMENTS

Equity Investments

During 2022, 2023 and 2024, the Company invested an aggregate of $5.0 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 FASB ASC 323 and recorded the Company’s share of losses of approximately $0.3 million and $0.8 million during the three and nine months ended September 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 this investee is no longer a related party and it no longer had significant influence over the investee due to the loss of board representation and, accordingly, discontinued application of the equity method and now accounts for the investment under FASB ASC 321, Investments—Equity Securities at cost, less impairment, adjusted for observable price changes. During the three and nine months ended September 30, 2026, the Company recognized an impairment loss of $7.2 million included in other income (expense), net, reducing its carrying amount to its estimated fair value of $0.5 million (a nonrecurring Level 3 measurement; see Note 6). No upward or downward adjustments resulting from observable price changes were recognized during the three and nine months ended September 30, 2026. During the nine months ended September 30, 2026 the Company invested $1.4 million in preferred equity interests of AlpSemi SAS (“AlpSemi”) and $5.0 million in common stock of Magnachip Semiconductor Corporation (“Magnachip”). The preferred equity investments are accounted for under FASB ASC 321, using the measurement alternative, while the Magnachip investment is measured at fair value through earnings. As of September 30, 2026, the aggregate carrying value of the Company’s equity investments was $7.5 million, comprising $2.0 million measured using the measurement alternative and $5.5 million of Magnachip common stock measured at fair value through earnings. These investments are included in Other assets in the condensed consolidated balance sheets.

Strategic Partnership and Share Purchase Agreement with Magnachip

On or about July 23, 2026, the Company announced that it had entered into a strategic partnership with Magnachip to license the Company's GeneSiC™ Trench-Assisted Planar™ ("TAP") technology to enter the high-voltage and ultra-high-voltage 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 as of the date hereof, but exceeds $120,000.

On September 18, 2026, the Company entered into a share purchase agreement with Magnachip under which it purchased 1,461,988 shares of Magnachip common stock for $5.0 million. The investment is measured at fair value through earnings and is included in noncurrent other assets. At September 30, 2026, its fair value was $5.5 million. During the three and nine months ended September 30, 2026, the Company recognized a net unrealized gain of $0.5 million in other income (expense), net, attributable to the investment held at period end. The shares were subject to resale restrictions as of September 30, 2026. The registration statement covering their resale became effective on October 13, 2026. See Note 6, “Fair Value of Financial Assets and Liabilities.”

These transactions are related party transactions 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 these transactions, and the Company's audit committee has reviewed and approved these transactions, with Mr. Amoruso abstaining.

16. SUBSEQUENT EVENTS

Acquisition of Claros, Inc.

On October 6, 2026, the Company acquired all of the outstanding equity interests of Claros, Inc. (“Claros”), adeveloper of power management solutions for artificial intelligence data-center applications, pursuant to an Agreement and Plan of Merger dated August 24, 2026. The acquisition isexpected to expand the Company’s power semiconductor product portfolio and capabilities for artificial intelligence infrastructure.

Consideration transferred consisted of approximately $126 million in cash, net of approximately $9.4 million of cash acquired, subject to customary post-closing adjustments, and 6,912,669 shares of Class A common stock with an acquisition-date fair value of approximately $82.7 million, based on the closing price of $11.97 per share on October 6, 2026. The merger agreement fixed the number of shares at signing. At the closing price of $12.97 per share on August 21, 2026, the last trading day before signing, those shares had a value of approximately $89.7 million. The difference reflects the change in the Company's share price between signing and the acquisition date. Consideration transferred also included contingent consideration of up to 1,289,869 additional shares of Class A common stock, the acquisition-date fair value of which has not yet been determined and which are payable to eligible former Claros security holders upon achievement of specified business milestones during the period from closing through the day immediately preceding the second anniversary of closing.

During the three and nine months ended September 30, 2026, the Company incurred acquisition-related costs of approximately $2.1 million in each period, which are included in selling, general and administrative expenses.

Given the limited time between the acquisition date and the issuance of these condensed consolidated financial statements, the Company has not completed the valuation and other analyses necessary to finalize the initial accounting for the business combination. The Company is determining the acquisition-date fair values of the contingent consideration, the portion of the replacement awards attributable to pre-combination service, and the identifiable assets acquired and liabilities assumed. Accordingly, the Company cannot yet disclose the total acquisition-date fair value of consideration transferred, the amounts recognized for each major class of assets acquired and liabilities assumed, or goodwill, or the supplemental pro forma information.