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What changed in Navitas Semiconductor Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Navitas Semiconductor Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+297 added−296 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-19)

Top changes in Navitas Semiconductor Corp's 2025 10-K

297 paragraphs added · 296 removed · 175 edited across 7 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

115 edited+93 added−83 removed100 unchanged
Biggest changeAs disclosed in this annual report for the year ended December 31, 2024, and as previously disclosed in our amended annual report on Form 10-K/A for the year ended December 31, 2023, in connection with the audit of our consolidated financial statements for the years then ended, we identified material weaknesses in our internal control over financial reporting (see Part II, Item 9A (Controls and Procedures) of this annual report on Form 10-K for the year ended December 31, 2024, and our amended annual report on Form 10-K/A for the year ended December 31, 2023, filed with the SEC on July 23, 2024).
Biggest changeAny such outcome could adversely impact investor confidence and our stock price. During 2025, we successfully completed the remediation of the material weaknesses in our internal control over financial reporting that were previously identified in connection with the audit of our consolidated financial statements for the year ended December 31, 2024.
Our failure to timely develop new technologies or to react quickly to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenue, and/or a loss of market share to competitors.
Our failure to timely develop new technologies or to react quickly to changes in new or existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenue, and/or a loss of market share to competitors.
We may not prevail in such matters or be able to license any valid and infringed patents from third parties on commercially reasonable terms. This could result in the loss of our ability to import and sell our products or require us to pay costly royalties to third parties in connection with sales of our products.
We may not prevail in such matters or be able to license any valid and infringed patents from third parties on commercially reasonable terms. This could result in the loss of our ability to make, import and sell our products or require us to pay costly royalties to third parties in connection with sales of our products.
Our intellectual property rights may be challenged or infringed upon by third parties or we may be unable to maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms. In addition, our intellectual property may be subject to infringement or other unauthorized use outside of the United States.
Our intellectual property rights may be challenged or infringed upon by third parties or we may be unable to maintain, renew or enter into new license agreements with third-party owners of important intellectual property on reasonable terms. In addition, our intellectual property may be subject to infringement or other unauthorized use outside of the United States.
These regulations affect our company and may adversely affect our business, financial condition and results of operations in the following ways: • Investment Restrictions : The regulations prohibit investments in entities engaged in activities related to advanced semiconductors, including the fabrication of integrated circuits from gallium-based compound semiconductors such as gallium nitride (GaN).
These regulations affect our company and may adversely affect our business, financial condition and results of operations in the following ways: • Investment Restrictions : The regulations prohibit investments in entities engaged in activities related to advanced semiconductors, including the fabrication of integrated circuits from gallium-based compound semiconductors such as GaN.
Export Administration Regulations (EAR), CFIUS could choose to review proposed or past investments in us by foreign persons whether or not our business is deemed to involve “critical technologies.” In the case of such review, CFIUS could prohibit or impose conditions on the relevant investment.
Export Administration Regulations, CFIUS could choose to review proposed or past investments in us by foreign persons whether or not our business is deemed to involve “critical technologies.” In the case of such review, CFIUS could prohibit or impose conditions on the relevant investment.
In addition, if a third-party causes us to discontinue the use of any technologies, we could be required to design around those technologies. This could be costly and time consuming and could have an adverse effect on our financial results.
In addition, if a third-party causes us to discontinue the use of any patented technologies, we could be required to design around those technologies. This could be costly and time consuming and could have an adverse effect on our financial results.
Because of the extensive time and resources that we invest in developing new solutions, if we are unable to sell new generations of our solutions, our revenue could decline and our business, financial condition, and results of operations would be negatively affected.
Because of the extensive time and resources that we invest in developing new solutions, if we are unable to sell new generations of our products, our revenue could decline and our business, financial condition, and results of operations would be negatively affected.
For example, we may experience supply shortages due to the difficulties our supplier and other foundries may encounter if they must rapidly increase their production capacities from low utilization levels to high utilization levels because of an unexpected increase in demand.
For example, we may experience supply shortages due to the difficulties our foundries and other suppliers may encounter if they must rapidly increase their production capacities from low utilization levels to high utilization levels because of an unexpected increase in demand.
Such shortages raise the likelihood of potential wafer price increases, wafer shortages or shortages in materials at production and test facilities, resulting in potential inability to address our end customer product demands and our backlog in a timely manner and reduce our revenue and gross margins.
Such shortages raise the likelihood of potential wafer price increases, wafer shortages or shortages in materials at production and test facilities, resulting in potential inability to address our end customer product demands and our backlog in a timely manner and reduce our revenue and gross margin.
As a consequence of Legacy Navitas being treated as an inverted domestic corporation under the Homeland Security Act, the U.S. federal government and certain state and local governments may refrain from entering into contracts with it in the future, which could substantially decrease the value of our business and, accordingly, the value of our common shares.
As a consequence of Legacy Navitas being treated as an inverted domestic corporation under the Homeland Security Act, the U.S. federal government and certain state and local governments may refrain from entering into contracts with it in the future, which could substantially decrease the value of our business and, accordingly, the value of our Class A common stock.
If we are unable to purchase wafers at favorable prices or at all, or we face supply shortages, our financial condition and results of operations will be harmed. Raw material price fluctuations can increase the cost of our products, impact our ability to meet end customer commitments, and may adversely affect our results of operations.
If we are unable to purchase wafers at favorable prices or at all, or we face supply shortages, our financial condition and results of operations will be harmed. Raw material price fluctuations can increase the cost of our products, impact our ability to meet end customer commitments, and may adversely affect our results of operations, including our gross margin.
Such interruptions or disruptions may make it harder for us to find favorable pricing and reliable sources for materials and services we need to make our products, putting upward pressure on our costs; • unexpected changes in, or impositions of, legislative or regulatory requirements, including changes in tax laws; • restrictions on cross-border investment, including enhanced oversight by the Committee on Foreign Investment in the United States (“CFIUS”) and substantial restrictions on investment from China as well as recently introduced restrictions on investments by U.S. persons in China; 18 TA BLE OF CONTENTS • differing legal standards with respect to protection of intellectual property and employment practices; • local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the U.S.
Such interruptions or disruptions may make it harder for us to find favorable pricing and reliable sources for materials and services we need to make our products, putting upward pressure on our costs; • unexpected changes in, or impositions of, legislative or regulatory requirements, including changes in tax laws; • restrictions on cross-border investment, including enhanced oversight by the Committee on Foreign Investment in the United States (“CFIUS”) or the foreign equivalent thereof, and substantial restrictions on investment from China as well as recently introduced restrictions on investments by U.S. persons in China; • differing legal standards with respect to protection of intellectual property and employment practices; • local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the U.S.
This means that government agencies may be prohibited from entering into new contracts with an inverted domestic corporation, and may be prohibited from paying for contractor activities on existing contracts after the date of the “inversion.” If our business becomes heavily dependent upon revenues generated from U.S. federal government contracts, the treatment of Legacy Navitas as an inverted domestic corporation could substantially decrease the value of our business and, accordingly, the value of our common shares.
This means that government agencies may be prohibited from entering into new contracts with an inverted domestic corporation, and may be prohibited from paying for contractor activities on existing contracts after the date of the “inversion.” If our business becomes heavily dependent upon revenues generated from U.S. federal government contracts, the treatment of Legacy Navitas as an inverted domestic corporation could substantially decrease the value of our business and, accordingly, the value of our Class A common stock.
Furthermore, we cannot guarantee that the supplier will be able to manufacture sufficient quantities of our products or that they will continue to manufacture a given product for the full life of the product.
Furthermore, we cannot guarantee that suppliers will be able to manufacture sufficient quantities of our products or that they will continue to manufacture a given product for the full life of the product.
We have recorded a valuation allowance related to our net operating loss carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets. Intellectual Property Risks We may not be able to adequately protect our intellectual property rights.
We have recorded a valuation allowance related to our net operating loss carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets. 30 TABLE OF CONTENTS Intellectual Property Risks We may not be able to adequately protect our intellectual property rights.
Defending ourselves against third-party claims, including litigation in particular, may be costly and time consuming and may divert management’s attention from our business. Our ability to design and introduce new products in a timely manner is dependent upon third-party IP, including third party and “open source” software.
Defending ourselves against third-party claims, including litigation in particular, may be costly and time consuming and may divert management’s attention from our business. Our ability to design and introduce new products in a timely manner is dependent upon third-party intellectual property, including third party and “open source” software.
Our certificate of incorporation authorizes us to issue shares of Class A common stock or other 33 TA BLE OF CONTENTS securities convertible into or exercisable or exchangeable for shares of Class A common stock from time to time, for the consideration and on the terms and conditions established by our board in its sole discretion, whether in connection with a financing, an acquisition, an investment, stock incentive plans or otherwise.
Our certificate of incorporation authorizes us to issue shares of Class A common stock or other securities convertible into or exercisable or exchangeable for shares of Class A common stock from time to time, for the consideration and on the terms and conditions established by our board in its sole discretion, whether in connection with a financing, an acquisition, an investment, stock incentive plans or otherwise.
Accordingly, we may need to engage in debt or equity financings to secure additional funds. Any such financing secured in the future would increase expenses and could involve restrictive covenants relating to capital raising activities or create significant shareholder dilution, which may make it more difficult to obtain additional capital and to pursue business opportunities.
Accordingly, we may need to engage in debt or equity financings to secure additional funds. Any such financing secured in the future would increase expenses and could involve restrictive covenants relating to capital raising activities or create significant 27 TABLE OF CONTENTS shareholder dilution, which may make it more difficult to obtain additional capital and to pursue business opportunities.
Therefore, if the expansive guidance issued by the IRS and Treasury Department were viewed as interpretive for purposes of the definition of “inverted 29 TA BLE OF CONTENTS domestic corporation” in the Homeland Security Act (or similar state or local rules), it is expected that Legacy Navitas will be treated as an inverted domestic corporation for such purposes.
Therefore, if the expansive guidance issued by the IRS and Treasury Department were viewed as interpretive for purposes of the definition of “inverted domestic corporation” in the Homeland Security Act (or similar state or local rules), it is expected that Legacy Navitas will be treated as an inverted domestic corporation for such purposes.
Product and Technology Development Risks If we fail in a timely and cost-effective manner to develop new product features or new products that address end customer preferences and achieve market acceptance, our operating results could be adversely affected.
If we fail in a timely and cost-effective manner to develop new product features or new products that address end customer preferences and achieve market acceptance, our operating results could be adversely affected.
In addition, because our board is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board.
In addition, because our board is responsible for appointing the members of our management team, these provisions may 33 TABLE OF CONTENTS frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board.
The issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise by us could dilute the ownership and voting power of our stockholders. At December 31, 2024, we had approximately 534 million shares of Class A common stock authorized but unissued.
The issuance of additional capital stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise by us could dilute the ownership and voting power of our stockholders. At December 31, 2025, we had approximately 510 million shares of Class A common stock authorized but unissued.
FDI regulatory policies and practices are rapidly evolving, and in the event that an FDI regulator reviews one or more proposed or existing investments, there can be no assurance that we will be able to maintain, or proceed with, such investments on terms acceptable to us.
FDI regulatory policies and practices are rapidly evolving, and in the event that an FDI regulator reviews one or more proposed or existing investments, there can be no assurance that we will 25 TABLE OF CONTENTS be able to maintain, or proceed with, such investments on terms acceptable to us.
In addition, our ability to reduce such liabilities, whether by contracts or otherwise, may be limited by the laws or the customary business practices of the countries where we do business.
In addition, our ability to 23 TABLE OF CONTENTS reduce such liabilities, whether by contracts or otherwise, may be limited by the laws or the customary business practices of the countries where we do business.
The issuance of additional shares of common or preferred stock: • may significantly dilute the equity interests of our investors; 34 TA BLE OF CONTENTS • may subordinate the rights of holders of Class A common stock if preferred stock is issued with rights senior to those afforded our Class A common stock; • could cause a change in control if a substantial number of shares of our Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and • may adversely affect prevailing market prices for our Class A common stock.
The issuance of additional shares of common or preferred stock: • may significantly dilute the equity interests of our investors; • may subordinate the rights of holders of Class A common stock if preferred stock is issued with rights senior to those afforded our Class A common stock; • could cause a change in control if a substantial number of shares of our Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carryforwards, if any, and could result in the resignation or removal of our present officers and directors; and • may adversely affect prevailing market prices for our Class A common stock.
The design requirements necessary to meet future consumer demands for more features and greater functionality from semiconductor products may 32 TA BLE OF CONTENTS exceed the capabilities of the third-party intellectual property or development tools that are available to us.
The design requirements necessary to meet future consumer demands for more features and greater functionality from semiconductor products may exceed the capabilities of the third-party intellectual property or development tools that are available to us.
In the event that any third-party succeeds in asserting a valid claim against us or any of our end customers, we could be forced to do one or more of the following: • discontinue selling, importing or using certain technologies that contain the allegedly infringing intellectual property which could cause us to stop manufacturing certain products; • seek to develop non-infringing technologies, which may not be feasible; • incur significant legal expenses; • pay substantial monetary damages to the party whose intellectual property rights we may be found to be infringing; and/or • we or our end customers could be required to seek licenses to the infringed technology that may not be available on commercially reasonable terms, if at all.
In the event that any third-party succeeds in asserting a valid claim against us or any of our end customers, we could be forced to do one or more of the following: • discontinue selling, importing or using certain technologies that contain the allegedly infringing intellectual property which could cause us to stop manufacturing certain products; • seek to develop non-infringing technologies, which may not be feasible; 31 TABLE OF CONTENTS • incur significant legal expenses, including defense costs under indemnification obligations; • pay substantial monetary damages to the party whose intellectual property rights we may be found to be infringing; and/or • we or our end customers could be required to seek licenses to the infringed technology that may not be available on commercially reasonable terms, if at all.
Compliance with these laws and regulations could materially limit operations or sales, which would materially and adversely affect our business and results of operations. 26 TA BLE OF CONTENTS In addition, U.S. laws and regulations and sanctions, or threat of sanctions, that could limit and restrict the export of some of our products and services to end customers, may also encourage end customers to develop their own solutions to replace our products, or seek to obtain a greater supply of similar or substitute products from competitors that are not subject to these restrictions, which could materially and adversely affect our business, financial condition and results of operations.
In addition, U.S. laws and regulations and sanctions, or threat of sanctions, that could limit and restrict the export of some of our products and services to end customers, may also encourage end customers to develop their own solutions to replace 26 TABLE OF CONTENTS our products, or seek to obtain a greater supply of similar or substitute products from competitors that are not subject to these restrictions, which could materially and adversely affect our business, financial condition and results of operations.
In addition, U.S. regulatory initiatives over the past several years have classified certain semiconductor technologies as “critical to national security,” including compound semiconductors and wide-bandgap semiconductors. Both gallium nitride (GaN) and silicon carbide (SiC) are compound semiconductors and wide-bandgap semiconductors.
In addition, U.S. regulatory initiatives over the past several years have classified certain semiconductor technologies as “critical to national security,” including compound semiconductors and wide bandgap semiconductors. Both GaN and SiC are compound semiconductors and wide bandgap semiconductors.
If our end customers discover design flaws, defects, errors, or bugs in their products, or if they experience changing market requirements, failed evaluations or field trials, or incompatible deliverables from other vendors, they may delay, change, or cancel a project, and we may have incurred significant additional development costs and may not be able to recoup our costs, which in turn would adversely affect our business, financial condition, and results of operations.
If our end customers discover design flaws, defects, errors, or bugs in their products, or if they experience changing market requirements, failed evaluations or field trials, increased competition or incompatible deliverables from other vendors, they may delay, change, or cancel a project, and we may not be able to recoup our costs, which in turn would adversely affect our business, financial condition, and results of operations.
Under Section 382 of the Code, if a corporation experiences an “ownership 30 TA BLE OF CONTENTS change,” the corporation’s ability to use its pre-change net operating loss carryforwards to offset its post-change income may be limited.
Under Section 382 of the Code, if a corporation experiences an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards to offset its post-change income may be limited.
Some industry standards may not be widely adopted or implemented uniformly and competing standards may emerge that may be preferred by our distributors or our end customers. 17 TA BLE OF CONTENTS Our ability to compete in the future will depend on our ability to identify and ensure compliance with evolving industry standards in our target markets.
Some industry standards may not be widely adopted or implemented uniformly and competing standards may emerge that may be preferred by our distributors or our end customers. Our ability to compete in the future will depend on our ability to identify and ensure compliance with evolving industry standards in our target markets.
Concentration of ownership among existing executive officers, directors and their affiliates, including the investment funds they represent, may prevent new investors from influencing significant corporate decisions. At December 31, 2024, executive officers, directors and their affiliates, including the investment funds they represent, as a group beneficially owned approximately 30.6% of our outstanding common stock.
Concentration of ownership among existing executive officers, directors and their affiliates, including the investment funds they represent, may prevent new investors from influencing significant corporate decisions. At December 31, 2025, executive officers, directors and their affiliates, including the investment funds they represent, as a group beneficially owned a significant percentage of our outstanding common stock.
Our end customers are constantly seeking new products with more features and functionality at lower cost, and our success relies heavily on our ability to continue to develop and market to our end customers new and innovative products and improvements of existing products.
Our end customers are constantly seeking new products with more features and functionality at lower cost and with greater reliability, and our success relies heavily on our ability to continue to develop and market to our end customers new and 17 TABLE OF CONTENTS innovative products and improvements of existing products.
There can be no assurance that any 15 TA BLE OF CONTENTS development problems we experience in the future related to our products will not cause significant delays or unanticipated costs, or that such development problems can be solved. In addition, we compete in a dynamic environment characterized by rapid technology and product evolution.
There can be no assurance that any development problems we experience in the future related to our products will not cause significant delays or unanticipated costs, or that such development problems can be solved. In addition, we compete in a dynamic environment characterized by rapid technology and product evolution and robust competition.
If we fail to accurately anticipate and respond to rapid technological change in the industries in which we operate, our ability to attract and retain end customers could be impaired and our competitive position could be harmed.
If we fail to accurately anticipate and respond to rapid technological change in the industries in which we operate or adapt to emerging industry standards, our ability to attract and retain end customers could be impaired and our competitive position could be harmed.
Item 1A. Risk Factors. Product Design and Selection Risks Our success and future revenue depends on our ability to achieve design wins and to convince our current and prospective end customers to design our products into their product offerings. We sell our power chips to end customers who select our solutions for inclusion in their product offerings.
Our success and future revenue depends on our ability to achieve design wins and to convince our current and prospective end customers to design our products into their product offerings. We sell our power chips to end customers who select our solutions for inclusion in their product offerings.
Our manufacturing operations depend on deliveries of materials in a timely manner and, in some cases, on a just-in-time basis. From time to time, suppliers may extend lead times, limit the amounts supplied or increase prices due to capacity constraints or other factors. Supply disruptions may also occur due to shortages in critical materials or components.
Our manufacturing operations depend on deliveries of materials in a timely manner and, in some cases, on a just-in-time basis. From time to time, suppliers may extend lead times, limit the amounts supplied or increase prices due to capacity constraints or other factors.
For the years ended December 31, 2024 and December 31, 2023, approximately 75% and 70%, respectively, of our net sales were to end customers in Asia.
For the years ended December 31, 2025 and December 31, 2024, approximately 58% and 75%, respectively, of our net sales were to end customers in Asia.
While the regulatory provisions and other guidance issued by the IRS and the Treasury Department with respect to Section 7874 of the Code provide more detailed guidance, which interprets Section 7874 of the Code as having expansive application, these regulations do not explicitly apply for the purposes of determining whether a corporation is an inverted domestic corporation under the Homeland Security Act (or similar state or local rules), and it is unclear to what extent they should be viewed as interpretive guidance for such purposes.
Internal Revenue Service (“IRS”) and the Treasury Department with respect to Section 7874 of the Code provide more detailed guidance, which interprets Section 7874 of the Code as having expansive application, these regulations do not explicitly apply for the purposes of determining whether a corporation is an inverted domestic corporation under the Homeland Security Act (or similar state or local rules), and it is unclear to what extent they should be viewed as interpretive guidance for such purposes.
As a result, we periodically evaluate the benefits of migrating our solutions to smaller geometry process technologies in order to improve performance and reduce costs. We believe this strategy will help us to remain competitive.
As a result, we periodically evaluate the benefits of migrating our solutions to new process technologies in order to improve performance, power, yield, quality and reduce costs. We believe this strategy will help us to remain competitive.
Our end customers might consequently seek damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend. See “Product Quality and Reliability Risks”, above.
Our end customers might consequently seek damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend.
Worldwide manufacturing capacity for wafers is relatively inelastic. If the demand for wafers or assembly material exceeds market supply, our supply of wafers or assembly material could quickly become limited or prohibitively expensive. A shortage in manufacturing capacity could also hinder our ability to meet product demand and therefore reduce our revenue.
If the demand for wafers or assembly material exceeds market supply, our supply of wafers or assembly material could quickly become limited or prohibitively expensive. A shortage in manufacturing capacity could also hinder our ability to meet product demand and therefore reduce 22 TABLE OF CONTENTS our revenue.
Additionally, in the event that our products fail to perform as expected or such failure of our products results in a recall, our reputation may be damaged, which could make it more difficult for us to sell our products to existing and prospective end customers and could materially and adversely affect our business, results of operations and financial condition.
In the event that our products fail to perform as expected or such failure of our products results in a recall, our reputation may be damaged, which could make it more difficult for us to sell our products to existing and prospective end customers.
We rely on a single third-party manufacturer (wafer foundry) to fabricate our gallium nitride (GaN) products, and on a separate, single wafer foundry to fabricate our silicon carbide (SiC) products. We also purchase a number of key materials and components used in the manufacture of our products from single or limited sources.
We have historically relied on a single third-party manufacturer (wafer foundry) to fabricate our GaN products, and on a separate, single wafer foundry to fabricate our SiC products. We also purchase a number of key materials and components used in the manufacture of our products from single or limited sources.
Section 7874 of the Code, discussed above, includes substantially similar provisions regarding the determination of whether a foreign corporation is treated as a U.S. domestic corporation for U.S. federal income tax purposes.
Section 7874 of the Code, discussed above, includes substantially similar provisions regarding the determination of whether a foreign corporation is treated as a U.S. domestic corporation for U.S. federal income tax purposes. While the regulatory provisions and other guidance issued by the U.S.
In addition, terms with respect to the volume and timing of wafer production and the pricing of wafers produced by the semiconductor foundries are determined through periodic negotiations with wafer foundries, which usually result in short-term agreements that do not provide for long-term supply or allocation commitments for end customers, including us.
In addition, terms with respect to the volume and timing of wafer production and the pricing of wafers produced by the semiconductor foundries, as well as the terms for other outsourced services, are determined through periodic negotiations with our third-party suppliers, which may result in short-term agreements that do not provide for long-term supply or allocation commitments for end customers, including us.
Our failure to anticipate or timely develop new or enhanced products or technologies in response to changing market demand, whether due to technological shifts or otherwise, could result in the loss of end customers and decreased revenue and have an adverse effect on our business, financial condition, and results of operations.
Our failure to anticipate or timely develop new or enhanced products or technologies in response to changing or emerging market demand, whether due to technological shifts or otherwise, could result in the loss of end customers and decreased revenue and have an adverse effect on our business, financial condition, and results of operations. 18 TABLE OF CONTENTS We design certain of our products to conform to current industry standards.
As a result, a successful warranty or product liability claim against us, or a requirement that we participate in a product recall, could have adverse effects on our business results.
However, we do not maintain separate insurance against product liability risks. As a result, a successful warranty or product liability claim against us, or a requirement that we participate in a product recall, could have adverse effects on our business results.
Tax Risks We could be subject to domestic or international changes in tax laws, tax rates or the adoption of new tax legislation, or we could otherwise have exposure to additional tax liabilities, which could adversely affect our business, results of operations, financial condition or future profitability.
Tax Risks • We could be subject to domestic or international changes in tax laws, tax rates or the adoption of new tax legislation, or we could otherwise have exposure to additional tax liabilities, which could adversely affect our business, results of operations, financial condition or future profitability. • Legacy Navitas is a tax resident of, and is subject to tax in, both the United States and Ireland.
We may also encounter lower manufacturing yields and longer delivery schedules in commencing volume production of new products that we introduce, which could increase our costs and disrupt our supply of such products.
We may also encounter lower manufacturing yields and longer delivery schedules in commencing volume production of new products that we introduce, which could increase our costs and disrupt our supply of such products. Supply disruptions may also occur due to shortages in critical materials or components.
As a result, any disruption in the supply to or from these third parties (including ceasing or suspending operations entirely), may require us to transfer manufacturing processes to a new location or facility.
As a result, any disruption in the supply to or from these third parties (including ceasing or suspending operations entirely), may require us to transfer manufacturing processes to a new location or facility and we may not be able to do so in a timely manner.
If greater demand for wafers is not offset by an increase in foundry capacity, market demand for wafers or production and assembly materials increases, or if a supplier of our wafers or other materials ceases or suspends operations, for example due to shutdown measures implemented in response to the Covid-19 outbreak, our supply of wafers and other materials could become limited.
If greater demand for wafers is not offset by an increase in foundry capacity, market demand for wafers or production and assembly materials increases, or if a supplier of our wafers or other materials ceases or suspends operations, our supply of wafers and other materials could become limited.
Our business, financial condition and results of operations could be harmed if we are unable to obtain adequate supplies of materials in a timely manner or if there are significant increases in the costs of materials. Increased costs of wafers and materials, or shortages in wafers and materials, could increase our costs of operations and our business could be harmed.
Our business, financial condition and results of operations could be harmed if we are unable to obtain adequate supplies of materials in a timely manner or if there are significant increases in the costs of materials. For example, worldwide manufacturing capacity for wafers is relatively inelastic.
We rely on trade secrets to protect certain aspects of our technology, especially where we do not believe that patent protection is appropriate or obtainable. However, trade secrets can be difficult to protect.
Proprietary trade secrets and unpatented know-how are also very important to our business. We rely on trade secrets to protect certain aspects of our technology, especially where we do not believe that patent protection is appropriate or obtainable. However, trade secrets can be difficult to protect.
In addition, a substantial majority of our products are manufactured, assembled, tested and packaged by third parties located outside of the United States. The principal assembly and test facilities operated by our back-end manufacturing service providers are located in Taiwan and the Philippines. We also rely on several other wafer fabrication and manufacturing service providers located throughout Asia.
In addition, a substantial majority of our products are manufactured, assembled, tested and packaged by third parties located outside of the United States. The principal assembly and test facilities operated by our back-end manufacturing service providers are 24 TABLE OF CONTENTS located in Taiwan and the Philippines.
We have from time to time in the past experienced product quality, performance or reliability problems. Our standard warranty period is generally one to two years. In 2023, we announced a warranty period of 20 years for our GaN IC products.
Any of the foregoing outcomes could materially and adversely affect our business, results of operations and financial condition. We have from time to time in the past experienced product quality, performance or reliability problems. Our standard warranty period is generally one to two years. In 2023, we announced a warranty period of 20 years for our GaN IC products.
As of December 31, 2024, Navitas had U.S. federal net operating loss carryforwards of approximately $220.9 million.
As of December 31, 2025, Navitas had U.S. federal net operating loss carryforwards of approximately $334.8 million.
While we intend to pursue relief from double taxation under the double tax treaty between the United States and Ireland, there can be no assurance that such efforts will be successful or result in a favorable outcome.
While we have pursued relief from double taxation under the double tax treaty between the United States and Ireland, there can be no assurance that such efforts will be successful in the future.
We could also experience supply shortages due to very strong demand for our products, or a surge in demand for semiconductors in general, which may lead to tightening of foundry capacity across the industry.
We could also experience supply shortages due to very strong demand for our products, or a surge in demand for semiconductors in general, which may lead to tightening of foundry capacity across the industry. If any of our suppliers suffer yield, quality or capacity problems, it may affect our ability to perform for our end customers.
Geographic and Geopolitical Risks We are subject to risks and uncertainties associated with international operations, which may harm our business. We maintain our operations around the world, including in the U nited States, China, Taiwan, Ireland, Germany, Italy, Belgium, Thailand, South Korea, and the Philippines .
Our failure to meet these requirements or expectations could harm our business reputation and customer relationships Geopolitical and Regulatory Risks We are subject to risks and uncertainties associated with international operations, which may harm our business. We maintain our operations around the world, including in the U nited States, Ireland, China, Taiwan, Germany, South Korea, and the Philippines .
Although we believe this warranty represents a differentiating feature of our GaN IC products and is justified by the reliability our products have demonstrated, our product warranties expose us to significant risks of claims for defects and failures.
Although we believe this warranty represents a differentiating feature of our GaN power IC products and is justified by the reliability our products have demonstrated, our product warranties expose us to significant risks of claims for defects and failures. We carry various commercial liability policies, including umbrella/excess policies which provide limited protection against product liability exposure.
Further, we could be adversely impacted by changes in tax treaties or the interpretation or enforcement thereof by any tax authority. Such changes could materially and adversely affect the effective tax rate of our business and require us to take further action, at potentially significant expense, to seek to preserve our effective tax rate.
Such changes could materially and adversely affect the effective tax rate of our business and require us to take further action, at potentially significant expense, to seek to preserve our effective tax rate.
We allocate revenue among individual countries based on the location to which the products are initially billed even if our end customers’ revenue is attributable to end customers that are based in a different location. As of December 31, 2024, approximately 67% of our workforce was located outside of the United States.
We allocate revenue among individual countries based on the location to which the products are initially billed even if our end customers’ revenue is attributable to end customers that are based in a different location.
We cannot guarantee that the foundry that supplies our wafers will offer us competitive pricing terms or other commercial terms important to our business. We also cannot guarantee that our suppliers will not experience manufacturing problems, including delays in the realization of advanced manufacturing process technologies or difficulties due to limitations of new and existing process technologies.
We cannot guarantee that our suppliers will not experience manufacturing problems, including delays in the realization of advanced manufacturing process technologies or difficulties due to limitations of new and existing process technologies.
Moreover, the global nature of our business subjects us to a number of additional risks and uncertainties, which could harm our business, financial condition and results of operations, including: • international economic and political conditions and other political tensions between countries in which we do business; • actual or threatened military conflicts in countries or regions where we do not do business or have manufacturing partners, such as the military conflict between Russia and Ukraine, may increase the likelihood of supply interruptions or disruptions in countries or regions where we do business or in which our manufacturing partners have facilities.
Moreover, the global nature of our business subjects us to a number of additional risks and uncertainties, which could harm our business, financial condition and results of operations, including: • international economic and political conditions and other political tensions between countries in which we do business; • government restrictions on the export of certain semiconductor products, technologies, or manufacturing processes due to national security concerns, or the imposition of sanctions or licensing requirements on the sale of our semiconductor products to customers located abroad; • actual or threatened military conflicts in countries or regions where we do not do business or have manufacturing partners, such as the military conflict between Russia and Ukraine, unrest in the Middle East and recent events in Venezuela, may increase the likelihood of supply interruptions or disruptions in countries or regions where we do business or in which our manufacturing partners have facilities.
If we fail to anticipate or respond to technological shifts or market demands, or to timely develop new or enhanced products or technologies in response to the same, it could result in decreased revenue and the loss of our design wins to our competitors.
As we prioritize high-power markets and applications, it becomes crucial that we accurately anticipate and respond to technological shifts and market demands, and to timely develop new or enhanced products or technologies in response to the same. Our failure to do so could result in decreased revenue and the loss of our design wins to our competitors.
Our employees, consultants, contractors, outside collaborators and other advisors may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential or proprietary information.
Our employees, consultants, contractors, outside collaborators and other advisors may unintentionally or willfully disclose our confidential information to competitors, and confidentiality agreements may not provide an adequate remedy in the event of unauthorized disclosure of confidential or proprietary information. Enforcing a claim that a third party illegally obtained and is using our trade secrets may be expensive and time consuming.
Our ability to obtain additional patents is uncertain and the legal protection afforded by these patents may not adequately protect our rights or permit us to gain or keep competitive advantage.
Unauthorized use of our intellectual property rights or our inability to preserve existing intellectual property rights could adversely impact our competitive position and results of operations. Our ability to obtain additional patents is uncertain and the legal protection afforded by these patents may not adequately protect our rights or permit us to gain or keep competitive advantage.
The comparatively long period between the time at which we commence the manufacturing process and the time at which a product may be delivered to an end customer leads to high inventory and work-in-progress levels. The volatility of our end customers’ businesses and the time required to manufacture products also make it difficult to manage inventory levels.
Our working capital needs are difficult to predict and may fluctuate. The comparatively long period between the time at which we commence the manufacturing process and the time at which a product may be delivered to an end customer leads to high inventory and work-in-progress levels.
While our board of directors and management team welcome their views and opinions with the goal of enhancing value for all of our stockholders, we may be subject to actions or proposals from activist stockholders that may not align with our business strategies or the best interests of all of our stockholders.
While our board of directors and management team welcome their views and opinions with the goal of enhancing value for all of our stockholders, we may be subject to actions or proposals from activist stockholders that may not align with our business strategies or the best interests of all of our stockholders. 32 TABLE OF CONTENTS In the event such stockholders pursue any proposals concerning these matters or we otherwise become the subject of stockholder activism, this may create a significant distraction for our management and employees.
Furthermore, increases in the price of wafers, testing costs, and commodities, which may result in increased production costs, mainly assembly and packaging costs, may result in a decrease in our gross margins. Moreover, our suppliers may pass the increase in raw materials and commodity costs onto us which would further reduce the gross margin of our products.
Furthermore, increases in the price of wafers, testing costs, and commodities, which may result in increased production costs, mainly assembly and packaging costs, may result in a decrease in our gross margin.
In addition, the cost to litigate infringements of our patents, or the cost to defend ourselves against patent infringement actions by others, could be substantial and, if incurred, could materially affect our business and financial condition. Proprietary trade secrets and unpatented know-how are also very important to our business.
The loss of our patents could reduce the value of the related products that practice such patents. In addition, the cost to litigate infringements of our patents, or the cost to defend ourselves against patent infringement actions by others, could be substantial and, if incurred, could materially affect our business and financial condition.
However, the full impact of this new regulatory regime on our business remains uncertain and could be material. Investments in or by us may be subject to foreign investment regulation and review in the United States and elsewhere, which may result in material restrictions, conditions, prohibitions or penalties on us or our investors related to any such investments.
Geopolitical and Regulatory Risks • We are subject to risks and uncertainties associated with international operations, which may harm our business. • Investments in or by us may be subject to foreign investment regulation and review in the United States and elsewhere, which may result in material restrictions, conditions, prohibitions or penalties on us or our investors related to any such investments.
Our success is dependent upon our ability to successfully partner with our suppliers and our ability to produce wafers with competitive performance attributes and prices, including smaller process geometries. We do not have long-term contractual supply commitments from our suppliers of wafer fabrication services.
Our success is dependent upon our ability to successfully partner with our suppliers and our ability to produce wafers with competitive performance attributes and prices, including smaller process geometries.
Any conflict or uncertainty in this region, including those posing risks to public health or safety, such as natural disasters, could have a material adverse effect on our business, financial condition and results of operations.
We also rely on several other wafer fabrication and manufacturing service providers located throughout Asia. Accordingly, any conflict or uncertainty in this region, including political or regulatory changes, geopolitical factors or risks to public health or safety, such as natural disasters, could have a material adverse effect on our business, financial condition and results of operations.
If we identify such material weaknesses in the future and are unable to remedy these material weaknesses, or if we fail to establish and maintain effective internal controls, we may be unable to produce timely and accurate financial statements, and we may conclude that our internal control over financial reporting is not effective, which could adversely impact our investors’ confidence and our stock price.
Maintaining effective internal controls is an ongoing process, and if material weaknesses were to be identified in the future and not timely remediated, or if we were unable to continue to establish and maintain effective internal controls, we could be unable to produce timely and accurate financial statements or conclude that our internal control over financial reporting is effective.
Furthermore, developing industry trends, including end customers’ use of outsourcing and new and revised supply chain models, may affect our revenue, costs and working capital requirements. If our products do not conform to, or are not compatible with, existing or emerging industry standards, demand for our products may decrease, which in turn would harm our business and operating results.
If our products do not conform to, or are not compatible with, existing or emerging industry standards, demand for our products may decrease, which in turn would harm our business and operating results.
Our foundry vendors, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundry vendors could result in lower than anticipated manufacturing yields or unacceptable performance of our products.
Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundry vendors could result in lower than anticipated manufacturing yields or unacceptable performance of our products. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur approach to identifying and managing cybersecurity risks involves maintaining an updated firewall, monitored by our director of IT, coupled with annual cybersecurity awareness training for all our employees. We also have email filters to prevent spam and phishing attacks, while anti-virus software on employee computers alerts our IT department to potential threats.
Biggest changeWe also have email filters to prevent spam and phishing attacks, while anti-virus software on employee computers alerts our IT department to potential threats. We have performed an annual penetration test, conducted by consultants, to ensure the robustness of our cybersecurity.
The board of directors oversees our cybersecurity program, which is managed by our director of IT in collaboration with management of our businesses and functions. During the year ended December 31, 2024, we experienced no material cybersecurity incidents.
The board of directors oversees our cybersecurity program, which is managed by our director of IT in collaboration with management of our businesses and functions. During the year ended December 31, 2025, we experienced no significant cybersecurity incidents.
We have performed an annual penetration test, conducted by consultants, to ensure the robustness of our cybersecurity. If a breach is discovered, the director of IT informs our chief financial officer and chief executive officer, who would then communicate the information to our board of directors.
If a breach is discovered, the director of IT informs our chief financial officer and chief executive officer, who would then communicate the information to our board of directors.
Added
Our approach to identifying and managing cybersecurity risks involves maintaining an updated firewall, implementing vulnerability scan and patch system, End point detection and response system and Security Information and Event Management, monitored by our director of IT, coupled with annual cybersecurity awareness training for all our employees.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. We do not own any real property. We lease approximately 50,000 square feet of corporate office and research and development space in Torrance, California. We also lease office, research and development, and design center space in Shanghai, Shenzhen and Hangzhou, China; Hsinchu and Taipei, Taiwan; Dublin, Ireland; Mont-Saint-Guibert, Belgium; Campbell, California; and Seoul, Korea.
Biggest changeItem 2. Properties. We do not own any real property. We lease approximately 50,000 square feet of corporate office and research and development space in Torrance, California. We also lease office, research and development, and design center space in Sh anghai, Shenzhen and Hangzhou, China; Hsinchu and Taipei, Taiwan; and Seoul, Korea.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. The information required by this item is incorporated by reference from “ Legal proceedings and contingencies ,” included in Note 15 – “Commitments and Contingencies” – to the C onsolidated Financial Statements in Item 8 of this report. Item 4. Mine Safety Disclosures. Not applicable. Part II
Biggest changeItem 3. Legal Proceedings. The information required by this item is incorporated by reference from “ Legal proceedings and contingencies ,” included in Note 15 – “Commitments and Contingencies” – to the C onsolidated Financial Statements in Item 8 of this report. Item 4. Mine Safety Disclosures. Not applicable. 35 TABLE OF CONTENTS Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information. Our common stock has been listed on the Nasdaq Global Market under the ticker symbol “NVTS” since October 20, 2021. 35 TA BLE OF CONTENTS Holders. As of March 14, 2025, there were 29 holders of re cord of our common stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information. Our common stock has been listed on the Nasdaq Global Market under the ticker symbol “NVTS” since October 20, 2021. Holders. As of February 25, 2026, there were 21 holders of re cord of our common stock.
Removed
On November 27, 2024, we issued 30,000 shares of common stock to a former employee to resolve certain claims regarding stock options previously held by the employee. The shares were issued in a private transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.
Added
On November 7, 2025, we entered into a securities purchase agreement (the “Purchase Agreement”) with accredited investors for a private placement of approximately 14.8 million shares of Class A common stock at $6.75 per share.
Removed
We did not receive any cash proceeds from the issuance. The former employee represented his intention to acquire the securities for investment only and not with a view to distribution. Appropriate transfer restriction notations have been applied to the book-entry positions reflecting the shares. Item 6. [ Reserved]
Added
The transaction closed on November 10, 2025, with Needham & Company, LLC (“Needham & Company”) as sole placement agent, resulting in gross proceeds of approximately $100.0 million and offering-related costs of $4.4 million. Net proceeds were used for working capital and general corporate purposes, including support of strategic initiatives in high-power markets.
Added
All shares were delivered and settled in the fourth quarter of 2025. Item 6. [ Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations The tables and discussion below present our results for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, Change $ Change % (dollars in thousands) 2024 2023 Net revenues $ 83,302 $ 79,456 $ 3,846 5 % Cost of revenues (exclusive of amortization of intangibles included below) 54,963 48,392 6,571 14 % Operating expenses: Research and development 76,002 68,825 7,177 10 % Selling, general and administrative 62,863 61,551 1,312 2 % Amortization of intangible assets 18,926 18,820 106 1 % Restructuring expense 1,223 — 1,223 — % Total operating expenses 159,014 149,196 9,818 7 % Loss from operations (130,675) (118,132) (12,543) 11 % Other income (expense), net: Interest (expense) income, net (150) 1,314 (1,464) (111) % Dividend income 5,233 4,054 1,179 29 % Gain (loss) from change in fair value of earnout liabilities 36,644 (33,788) 70,432 (208) % Other income 102 84 18 21 % Total other income (expense), net 41,829 (28,336) 70,165 (248) % Loss before income taxes (88,846) (146,468) 57,622 (39) % Income tax benefit (342) (517) 175 (34) % Equity method investment gain 3,905 — 3,905 — % Net loss $ (84,599) $ (145,951) $ 61,352 (42) % Less: net loss attributable to noncontrolling interest — (518) 518 (100) % Net loss attributable to controlling interest $ (84,599) $ (145,433) $ 60,834 (42) % 40 TA BLE OF CONTENTS Comparison of the Years ended December 31, 2024 and 2023 Revenue Net revenues for the twelve months ended December 31, 2024 were $83.3 million compared to $79.5 million for the twelve months ended December 31, 2023, an increase of $3.8 million, or 5%.
Biggest changeResults of Operations The tables and discussion below present our results for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, Change $ Change % (dollars in thousands) 2025 2024 Net revenues $ 45,916 $ 83,302 $ (37,386) (45) % Cost of revenues (exclusive of amortization of intangibles included below) 31,668 54,963 (23,295) (42) % Operating expenses: Research and development 49,830 76,002 (26,172) (34) % Selling, general and administrative 35,196 62,863 (27,667) (44) % Amortization of intangible assets 18,937 18,926 11 — % Restructuring and impairment expense 18,049 1,223 16,826 1376 % Total operating expenses 122,012 159,014 (37,002) (23) % Loss from operations (107,764) (130,675) 22,911 (18) % Other income (expense), net: Interest income (expense), net 863 (150) 1,013 (675) % Dividend income 3,537 5,233 (1,696) (32) % (Loss) Gain from change in fair value of earnout liabilities (12,424) 36,644 (49,068) (134) % Other income 6 102 (96) (94) % Total other income (expense), net (8,018) 41,829 (49,847) (119) % Loss before income taxes (115,782) (88,846) (26,936) 30 % Income tax provision (benefit) 50 (342) 392 (115) % Equity method investment (loss) gain (1,121) 3,905 (5,026) (129) % Net loss $ (116,953) $ (84,599) $ (32,354) 38 % Comparison of the Years ended December 31, 2025 and 2024 Revenues Net revenues for the twelve months ended December 31, 2025 were $45.9 million compared to $83.3 million for the twelve months ended December 31, 2024, a decrease of $37.4 million, or 45%.
Operating Activities For the year ended December 31, 2024, net cash used in operating activities was $58.8 million, which primarily reflects a net loss of $84.6 million, adjusted for non-cash stock-based compensation of $43.0 million, non-cash gains of $40.5 million in earnout and our equity investment due to changes in fair value, $7.9 million of non-cash bonus accruals, $7.7 million for our allowance for credit losses, a $2.0 million impairment of other asset, and an aggregate cash used in operating assets and liabilities of $1.9 million.
For the year ended December 31, 2024, net cash used in operating activities was $58.8 million, which primarily reflects a net loss of $84.6 million, adjusted for non-cash stock-based compensation of $43.0 million, non-cash gains of $40.5 million in earnout and our equity investment due to changes in fair value, $7.9 million of non-cash bonus accruals, $7.7 million for our allowance for credit losses, a $2.0 million impairment of other asset, and an aggregate cash used in operating assets and liabilities of $1.9 million.
Investing Activities Net cash used in investing activities for the year ended December 31, 2024 of $9.3 million was primarily due to purchases of fixed assets of $6.8 million and $2.5 million cash funding of a joint venture.
Net cash used in investing activities for the year ended December 31, 2024 of $9.3 million was primarily due to purchases of fixed assets of $6.8 million and $2.5 million cash funding of a joint venture.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 of $3.5 million was primarily the result of proceeds from stock option exercises of $0.8 million and proceeds from our employee stock purchase plan of $2.7 million.
Net cash provided by financing activities for the year ended December 31, 2024 of $3.5 million was primarily the result of proceeds from stock option exercises of $0.8 million and proceeds from our employee stock purchase plan of $2.7 million.
Liquidity and Capital Resources 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.
Liquidity and Capital Resources 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 and fund capital expenditures.
Off-Balance Sheet Commitments and Arrangements As of December 31, 2024 , we did not have any off-balance sheet arrangements as discussed in Instruction 8 to Item 303(b) of Regulation S-K. Critical Accounting Policies The preparation of our financial statements and related disclosures in accordance with U.S.
Off-Balance Sheet Commitments and Arrangements As of December 31, 2025 , we did not have any off-balance sheet arrangements as discussed in Instruction 8 to Item 303(b) of Regulation S-K. Critical Accounting Policies The preparation of our financial statements and related disclosures in accordance with U.S.
LTIPs - The fair value for each tranche of the Long-term Incentive Plan Stock Option (“LTIP”) awards was determined using Black-Scholes model and a Monte Carlo simulation estimated at the initial grant date. We utilized the services of a professional valuation firm to develop the grant date fair value.
LTIP Awards - The fair value for each tranche of the Long-term Incentive Plan Stock Option (“LTIP”) awards was determined using Black-Scholes model and a Monte Carlo simulation estimated at the initial grant date. We utilized the services of a professional valuation firm to develop the grant date fair value.
The LTIP awards vest based on the achievement of certain market (stock price hurdles) and performance conditions (revenue and/or EBITDA targets). During the years ended December 31, 2024 and 2023, the LTIP awards require management to make assumptions and to apply judgment in determining the timing and amount of the recognition of the awards.
The LTIP awards vest based on the achievement of certain market (stock price hurdles) and performance conditions (revenue and/or EBITDA targets). During the years ended December 31, 2025 and 2024, the LTIP awards require management to make assumptions and to apply judgment in determining the timing and amount of the recognition of the awards.
As a result, the Company remeasured its investment to its fair value of $5.55 per share as of the change in accounting and recognized its proportionate share of the investee’s earnings and losses for the period from November through December 2024, resulting in a net gain of $3.9 million for the year ended December 31, 2024.
As a result, we remeasured our investment to its fair value of $5.55 per share as of the change in accounting and recognized its proportionate share of the investee’s earnings and losses for the period from November through December 2024, resulting in a net gain of $3.9 million for the year ended December 31, 2024.
As the implicit service period has passed, these shares now remain contingent solely on meeting the earnout performance condition. The Vested Shares are classified as liabilities in the Consolidated Balance Sheets and the Unvested Shares are equity-classified stock-based compensation to be recognized over time (see Note 10 - “Stock-based Compensation”).
As the implicit service period has passed, these shares now remain contingent solely on meeting the earnout performance 45 TABLE OF CONTENTS condition. The Vested Shares are classified as liabilities in the Consolidated Balance Sheets and the Unvested Shares are equity-classified stock-based compensation to be recognized over time (see Note 10 - “Stock-based Compensation”).
Contractual Obligations, Commitments and Contingencies In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. As of December 31, 2024 , our non-cancellable contractual arrangements consisted of lease obligations and an agreement for the purchase of equipment.
Contractual Obligations, Commitments and Contingencies In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. As of December 31, 2025 , our non-cancellable contractual arrangements consist of lease obligations and an agreement for the purchase of equipment.
The most significant assumptions and judgments include management’s forecasts related to award performance conditions, including whether certain 45 TA BLE OF CONTENTS performance conditions are probable. Awards are not recognized until they are deemed to be probable to vest, and awards may be derecognized if they are determined to be no longer probable.
The most significant assumptions and judgments include management’s forecasts related to award performance conditions, including whether certain performance conditions are probable. Awards are not recognized until they are deemed to be probable to vest, and awards may be derecognized if they are determined to be no longer probable.
Revenue for the twelve months ended December 31, 2024 and 2023, excluding channel inventories, were attributable to end customers in the following countries: Year Ended December 31, Country 2024 2023 China 60 % 62 % United States 16 % 13 % Asia excluding China 15 % 8 % Europe* 8 % 17 % All others 1 % — % Total 100 % 100 % *Impractical to disclose revenue percentages by individual countries within Europe and therefore is presented in total.
Revenue for the twelve months ended December 31, 2025 and 2024 , excluding channel inventories, were attributable to end customers in the following countries: Year Ended December 31, Country 2025 2024 China 47 % 60 % United States 28 % 16 % Asia excluding China 11 % 15 % Europe* 14 % 8 % All others — % 1 % Total 100 % 100 % *Impractical to disclose revenue percentages by individual countries within Europe and therefore is presented in total.
In addition to our critical accounting policies below, see Note 2 - “Significant Accounting Policies” in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K.
We utilize the following critical accounting policies in the preparation of our financial statements. In addition to our critical accounting policies below, see Note 2 - “Significant Accounting Policies” in the notes to our audited consolidated financial statements included elsewhere in this Form 10-K.
The Company holds a 13.5% ownership stake in the investment and as part of the October 2024 transaction, received the option to appoint a representative to the investee’s board of directors.
We hold a 13.1% ownership stake in the investment and as part of the October 2024 transaction, received the option to appoint a representative to the investee’s board of directors.
The $0.2 million expense as of December 31, 2024 is primarily due to interest associated with our royalty agreement. The $1.3 million interest income in 2023 was due the interest rate received on money markets funds. Dividend income consists of income earned on our money market treasury funds that are recorded as cash equivalents in our Consolidated Balance Sheets.
The $0.2 million expense as of December 31, 2024 is primarily due to interest associated with our royalty agreement. Dividend income consists of income earned on our money market treasury funds that are recorded as cash equivalents on our consolidated balance sheet.
The most significant assumptions and judgments include the expected volatility, risk-free interest rate, expected dividend rate and expected term of the award, in addition to the fair value of the underlying common stock.
The ESPP awards require management to make assumptions and to apply judgment in determining the fair value of the awards. The most significant assumptions and judgments include the expected volatility, risk-free interest rate, expected dividend rate and expected term of the award, in addition to the fair value of the underlying common stock.
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. 39 TA BLE OF CONTENTS Selling, General and Administrative Expense 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.
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.
Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. We utilize the following critical accounting policies in the preparation of our financial statements.
The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.
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. We expect our operating and capital expenditures to remain relatively flat.
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.
Our revenues fluctuate in response to a combination of factors, including the following: • our overall product mix and sales volumes; • gains and losses in market share and design win traction; • pace at which technology is adopted in our end markets; • the stage of our products in their respective life cycles; • the effects of competition and competitive pricing strategies; 38 TA BLE OF CONTENTS • availability of specialized field application engineering resources supporting demand creation and end customer adoption of new products; • achieving acceptable yields and obtaining adequate production capacity from our wafer foundries and assembly and test subcontractors; • market acceptance of our end customers’ products; governmental regulations influencing our markets; and • the global and regional economic cycles; • declines in average selling prices due product advances and market competition; • changes in customer and distributor relationships including the impact of the Q4 2024 disengagement with a significant distributor and the ability to replace the associated volumes with a combination existing and new distributors; • seasonal demand patterns particularly in mobile and consumer markets.
Some of the factors that may cause these revenue fluctuations include the following: • our overall product mix and sales volumes; • gains and losses in market share and design win traction, including the Company’s ability to ramp new high-power products; • pace at which technology is adopted in our end markets; • the stage of our products in their respective life cycles; • the effects of competition and competitive pricing strategies, particularly in the mobile and consumer markets impacted by our announced transition to high-power markets; • availability of specialized field application engineering resources supporting demand creation and end customer adoption of new products; • achieving acceptable yields and obtaining adequate production capacity from our wafer foundries and assembly and test subcontractors; • market acceptance of our end customers’ products; governmental regulations influencing our markets; and • the global and regional economic cycles; • declines in average selling prices due product advances and market competition; • the availability, and fluctuations in the price of, the raw materials required for our products • 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 38 TABLE OF CONTENTS • seasonal demand patterns in certain markets.
In addition, it includes marketing and advertising, IT, outside legal, tax and accounting services, insurance, and occupancy costs and related overhead based on headcount. Selling, general and administrative costs are expensed as incurred. Interest Income (Expense), net Interest income (expense), net primarily consists of interest associated with our royalty agreement .
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.
Net cash used in investing activities for the year ended December 31, 2023 of $5.8 million was primarily due to purchases of fixed assets of $4.8 million and $1.0 million cash funding of a joint venture.
Investing Activities Net cash used in investing activities for the year ended December 31, 2025 of $1.4 million was primarily due to purchases of fixed assets of $1.5 million, partially offset by net of proceeds from dispositions of $0.1 million.
Dividend Income Dividend income consist of income earned on money market treasury funds that are recorded as cash equivalents. Income Taxes Legacy N avitas is a dual domesticated corporation for Ireland and U.S. federal income tax purposes. Refer to Note 14 - “Provision for Income Taxes”, in our accompanying consolidated fina ncial statements elsewhere in this annual report.
Dividend Income Dividend income consists of income earned on money market treasury funds that are recorded as cash equivalents. 39 TABLE OF CONTENTS Income Taxes Legacy N avitas is a dual domesticated corporation for Ireland and U.S. federal income tax purposes.
GAAP requires our management to make judgments, assumptions and estimates that affect the amounts reported in our accompanying consolidated financial statements and the accompanying notes included elsewhere in this annual report. Our management bases its estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances.
GAAP requires our management to make judgments, assumptions and estimates that affect the amounts reported in our accompanying consolidated financial statements and the accompanying notes included elsewhere in this annual report.
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. As December 31, 2024 , we had cash and cash equival ents of $86.7 million.
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. We currently expect to fund our cash requirements through the use of cash and cash equivalents on hand.
Equity Method Investment In October 2024, the Company began applying the equity method of accounting for its related party investment, in accordance with Accounting Standards Codification (“ASC”) 323, Investments—Equity Method and Joint Ventures.
Financial discipline: prioritized investments, leverageable operating expenses, and a mix shift toward high-margin programs. Equity Method Investment In October 2024, we began applying the equity method of accounting for our related party investment, in accordance with Accounting Standards Codification (“ASC”) 323, Investments—Equity Method and Joint Ventures.
Our revenue represents the sale of semiconductors through specialized distributors to original equipment manufacturers (“OEMs”), their suppliers and other end customers.
Our revenue represents the sale of semiconductors through specialized distributors to original equipment manufacturers (“OEMs”), their suppliers and other end customers. 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.
The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations of the future path of the Company’s stock price over the earnout period. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones including projected stock price, volatility, and risk-free rate.
The estimated fair value of the earnout liability was determined using a Monte Carlo analysis of 20,000 simulations of the future path of the Company’s stock price over the earnout period to estimate the likelihood of achieving certain stock price milestones.
Earnout Shares Certain shareholders of the Company are eligible to receive up to 10,000,000 Earnout Shares of the Company's Class A common stock, contingent upon the fulfillment of Earnout Milestones. These milestones consist of three distinct criteria, with each criterion granting eligible stockholders 3,333,333 earn-out shares upon meeting the specified conditions.
These milestones consist of three distinct criteria, with each criterion granting eligible stockholders 3,333,333 earn-out shares upon meeting the specified conditions.
The acquisition method requires identifiable assets acquired and liabilities assumed be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill.
Business Combinations We account for business combinations using the acquisition method of accounting, in accordance with ASC 805 , “Business Combinations” . The acquisition method requires identifiable assets acquired and liabilities assumed be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business.
We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us. 42 TA BLE OF CONTENTS Cash Flows The followin g table summarizes our consolidated cash flows for the periods presented (in thousands): Year Ended December 31, 2024 2023 Consolidated Statements of Cash Flows Data: Net cash used in operating activities $ (58,823) $ (41,379) Net cash used in investing activities $ (9,271) $ (5,782) Net cash provided by financing activities $ 3,495 $ 89,663 We derive liquidity primarily from cash on hand and equity financing activities.
Cash Flows The followin g table summarizes our consolidated cash flows for the periods presented (in thousands): Year Ended December 31, 2025 2024 Consolidated Statements of Cash Flows Data: Net cash used in operating activities $ (42,891) $ (58,823) Net cash used in investing activities $ (1,386) $ (9,271) Net cash provided by financing activities $ 194,639 $ 3,495 We derive liquidity primarily from cash on hand and equity financing activities.
We estimate the useful lives of the intangible assets based on the expected period over which we anticipate generating economic benefit from the asset. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.
We estimate the useful lives of the intangible assets based on the expected period over which we anticipate generating economic benefit from the asset.
ESPP - We currently use the Black-Scholes option-pricing model to estimate the fair value of our Employee Stock Purchase Plan (ESPP) awards and amortize the expense over the requisite service period. The ESPP awards require management to make assumptions and to apply judgment in determining the fair value of the awards.
Stock-based compensation is recognized on a straight-line basis over the requisite service period of the award. Forfeitures are recognized as they occur. ESPP - We currently use the Black-Scholes option-pricing model to estimate the fair value of our Employee Stock Purchase Plan (ESPP) awards and amortize the expense over the requisite service period.
RSUs - The fair value per unit of each RSU grant award is determined on the grant date based on the Company’s stock price. Stock-based compensation is recognized on a straight-line basis over the requisite service period of the award. Forfeitures are recognized as they occur.
Accordingly, we estimate fair value of our stock-based awards and amortized this fair value to stock-based compensation expense over the requisite service period. RSUs - The fair value per unit of each RSU grant award is determined on the grant date based on the Company’s stock price.
Changes in assumptions of product demand, the future salability of inventory, and the net realizable value of obsolete and unmarketable inventory could have a significant impact on the amount of the reserve recorded. These assumptions include the assessment of market conditions and trends, expected demand inclusive of sales forecasts, anticipated sales and market prices, and product obsolescence.
Identified impaired inventory items are adjusted to reflect net realizable values. Changes in assumptions of product demand, the future salability of inventory, and the net realizable value of obsolete and unmarketable inventory could have a significant impact on the amount of the reserve recorded.
The gain of $36.6 million in our earn-out liability was primarily a result of the decrease of the closing price of our Class A common stock listed on the Nasdaq, resulting in a decrease in the estimated fair value of the earnout shares from $5.50 as of December 31, 2023 to $1.18 as of December 31, 2024 .
The loss of $12.4 million in our earn-out liability was primarily a result of the increase of the closing price of our Class A common stock listed on the Nasdaq, resulting in an increase in the estimated fair value of the earnout shares from $1.18 as of December 31, 2024 to $2.33 as of December 31, 2025 . 41 TABLE OF CONTENTS Income Tax Provision (Benefit) Income tax provision for the twelve months ended December 31, 2025 was $0.1 million while for the twelve months ended December 31, 2024, income tax benefit was $0.3 million.
We adjusted the investment to its fair value of $5.55 per share as of the accounting change and recognized our proportionate share of the joint venture’s loss from the period November through December 2024, resulting in a net gain of $3.9 million for the year ended December 31, 2024.
Beginning in October 2024, we applied the equity method and recognized our proportionate share of the joint venture’s results. For the year ended December 31, 2025, we recognized our proportionate share of the joint venture’s loss, resulting in a net loss of $1.1 million, compared to the net gain of $3.9 million for the year ended December 31, 2024.
Valuation of Inventory We assess inventory to address potential obsolescence and declining values through periodic assessments, considering factors including estimates for future demand and net realizable value. Identified impaired inventory items are adjusted to reflect net realizable values.
Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. 44 TABLE OF CONTENTS Valuation of Inventory We assess inventory to address potential obsolescence and declining values through periodic assessments, considering factors including estimates for future demand and net realizable value.
In 44 TA BLE OF CONTENTS determining whether control has transferred, we consider if there is a present right to payment and legal title, and whether risks and rewards of ownership have transferred to the customer.
In determining whether control has transferred, we consider if there is a present right to payment and legal title, and whether risks and rewards of ownership have transferred to the customer. Refer to Note 2 - “Significant Accounting Policies” to our consolidated financial statements included elsewhere in this annual report for additional discussion of our revenue recognition policy.
We design, develop and market 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.
Overview 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.
Selling, General and Administrative Expense Selling, general and administrative expense for the twelve months ended December 31, 2024 of $62.9 million increased by $1.3 million, or 2%, when compared to the twelve months ended December 31, 2023. The increase is primarily driven by a $7.5 million bad debt expense due to a distributor disengagement.
Selling, General and Administrative Expense Selling, general and administrative expense for the twelve months ended December 31, 2025 of $35.2 million decreased by $27.7 million, or 44%, when compared to the twelve months ended December 31, 2024.
Net cash provided by financing activities for the year ended December 31, 2023 of $89.7 million was primarily the result of proceeds from the issuance of common stock in our May 2023 public offering, net of issuance costs, of $86.5 43 TA BLE OF CONTENTS million, proceeds from the issuance of common stock in connection with stock option exercises of $1.9 million and proceeds from our employee stock purchase plan of $1.3 million.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2025 of $194.6 million was primarily the result of proceeds of $200.0 million related to our PIPE and ATM offerings, proceeds from our employee stock purchase plan of $1.5 million, and proceeds from stock option exercises of $1.0 million.
For the year ended December 31, 2023, net cash used in operating activities was $41.4 million, which primarily reflects a net loss of $146.0 million, adjusted for non-cash stock-based compensation of $54.0 million, non-cash losses of $33.8 million in earnout due to changes in fair value, $2.8 million of non-cash bonus accruals, and an aggregate cash provided in operating assets and liabilities of $2.8 million.
Operating Activities For the year ended December 31, 2025, net cash used in operating activities was $42.9 million, which primarily reflects a net loss of $117.0 million, adjusted for the amortization of intangible assets of $18.9 million, non-cash stock-based compensation of $14.5 million, non-cash loss of $12.4 million related to the change in fair value of our earnout liability, $3.8 million related to the impairment of a long-lived asset, depreciation of $3.5 million, partially offset by aggregate cash inflows from changes in operating assets and liabilities of $17.1 million.
We maintain operations around the world, 36 TA BLE OF CONTENTS including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea, and the Philippines, with principal executive offices in Torrance, California.
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, Ireland, Germany, Italy, Belgium, China, Taiwan, South Korea, and the Philippines, with principal executive offices in Torrance, California.
As of December 31, 2024, our balance of cash and cash equivalents was $86.7 million, which is a decrease of $65.2 million or 43% co mpared to December 31, 2023.
As of December 31, 2025, our balance of cash and cash equivalents was $236.9 million, which is an increase of $150.1 million or 173% co mpared to December 31, 2024, driven by our PIPE and ATM offerings .
As a result, the prior-year figure reflects only nine months of activity compared to twelve months in the current year. 41 TA BLE OF CONTENTS During the twelve months ended December 31, 2024, we recognized a $36.6 million gain from a decrease in fair value of our earnout liabilities.
The decrease of $1.7 million is primarily due to decreases in our investment balances as of December 31, 2025 compared to December 31, 2024. During the twelve months ended December 31, 2025, we recognized a $12.4 million loss from an increase in fair value of our earnout liabilities.
The increase was driven primarily by the growth in mobile markets. Cost of Revenues Cost of revenues for the twelve months ended December 31, 2024 was $55.0 million, an increase of $6.6 million or 14% compared to the twelve months ended December 31, 2023.
The decrease in sales was mainly due to the decline in the mobile and consumer markets in China. Cost of Revenues Cost of revenues for the twelve months ended December 31, 2025 was $31.7 million, a decrease of $23.3 million or 42% compared to the twelve months ended December 31, 2024.
Specifically, the changes reflect $16.7 million increase in accounts receivable and $3.2 million increase inventory, both as a result of higher revenues, $2.6 million increase in prepaids and other current assets, and a $2.5 million increase in other assets, partially offset by an increase of $13.7 million in accounts payable primarily due to timing of disbursements and higher inventory, and an increase of $10.5 million in deferred revenue.
Specifically, the changes reflect a $9.5 million decrease in accounts receivable, $6.2 million increase in accounts payable, accrued compensation and other accrued expenses, $2.2 million decrease in inventories, and a decrease of $1.0 million in other assets, partially offset by 42 TABLE OF CONTENTS decreases in operating lease liabilities related to lease payments of $1.7 million and a $0.3 million increase in prepaid expenses and other current assets.
Income Tax Benefit Income tax benefit for the twelve months ended December 31, 2024 was $0.3 million while for the twelve months ended December 31, 2023, income tax benefit was $0.5 million. We expect our tax rate to remain close to zero in the near term due to full valuation allowances against deferred tax assets.
We expect our tax rate to remain close to zero in the near term due to full valuation allowances against deferred tax assets. Equity method investment (loss) gain In 2024, we recorded a net gain of $3.9 million related to our joint venture investment, which primarily reflected a fair value adjustment prior to applying the equity method.
Amortization of intangible assets remained fairly consistent as we did not acquire new intangible assets. Restructuring Expenses We announced a cost-reduction plan (“2024 Restructuring Plan”). The 2024 Restructuring Plan includes a reduction in headcount with the majority of the costs consisting of employee severance and benefits.
Amortization of Definite-Lived Intangible Assets Amortization of intangible assets remained fairly unchanged as we did not acquire new intangible assets. Restructuring and Impairment Expense We announced cost-reduction plans that include streamlining distribution channels, reductions in headcount, and impairment of fixed assets.
Stock-Based Compensation We account for awards of stock-based compensation under our employee stock-based compensation plan using the fair value method. Accordingly, we estimate fair value of our stock-based awards and amortized this fair value to stock-based compensation expense over the requisite service period or vesting terms.
These assumptions include the assessment of market conditions and trends, expected demand inclusive of sales forecasts, anticipated sales and market prices, and product obsolescence. Stock-Based Compensation We account for awards of stock-based compensation under our employee stock-based compensation plan using the fair value method.
We incurred $1.2 million related to this plan for the twelve months ended December 31, 2024. Other Income (Expense), net Net interest income (expense), net for the twelve months ended December 31, 2024 o f $(0.2) million compared to income of $1.3 million for the twelve months ended December 31, 2023.
We incurred $18.0 million of restructuring and impairment expenses for the year ended December 31, 2025, of which $16.6 million was related to the Navitas 2.0 Restructuring Plan and $1.4 million was related to the 2025 Restructuring Plan.
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Overview 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, we were previously an SEC registrant named Live Oak Acquisition Corp. II (“Live Oak”).
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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. 36 TABLE OF CONTENTS 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.
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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, changed our name to Navitas Semiconductor Corporation. We acquired GeneSiC Semiconductor in August 2022.
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These capabilities are increasingly important in applications such as hyperscale data centers, renewable energy systems, grid modernization infrastructure, and industrial automation. We operate as a fabless semiconductor design company and outsource wafer fabrication, assembly, and testing to qualified third-party manufacturing partners.
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Further details about the Business Combination and the acquisition of GeneSiC Semiconductor can be found in our SEC filings. Founded in 2014, Navitas is a U.S.-based developer of gallium nitride power integrated circuits that provide superior efficiency, performance, size and sustainability relative to existing silicon technology.
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Private Placement of Common Stock (“PIPE” Offering) On November 7, 2025, we entered into the Purchase Agreement with accredited investors for a private placement of approximately 14.8 million shares of Class A common stock at $6.75 per share.
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Our solutions offer faster charging, higher power density and greater energy savings compared to silicon-based power systems with the same output power. By unlocking this speed and efficiency, we believe we are leading a revolution in high-frequency, high-efficiency and high-density power electronics to electrify our world for a cleaner tomorrow.
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The transaction closed on November 10, 2025, with Needham & Company as sole placement agent, resulting in gross proceeds of approximately $100.0 million and offering-related costs of $4.4 million. Net proceeds are being used for working capital and general corporate purposes, including support of strategic initiatives in high-power markets.
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Power supplies incorporating our products may be used in a wide variety of electronics products including mobile phones, consumer electronics, data centers, solar inverters and electric vehicles. 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.
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All shares were delivered and settled in the fourth quarter of 2025. Execution of At-The-Market Agreement On March 19, 2025, we entered into an Open Market Sale Agreement SM (the “Sale Agreement”) with Jefferies LLC (“Jefferies”). We subsequently completed two “At the Market” (ATM) offerings referred to as ATM One and ATM Two, respectively.
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Our go-to-market strategy is based on partnering with leading manufacturers and suppliers through focused product development, addressing both mainstream and emerging applications.
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Pursuant to each agreement, we could offer and sell, from time to time, shares of our 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.
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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.
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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.
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Charger manufacturers we ship to today are worldwide, supporting major international mobile brands. Other emerging applications will also be addressed across the world. 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.
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Navitas 2.0 Restructuring Plan During the fourth quarter of 2025, we have undertaken a strategic transformation (“Navitas 2.0 Restructuring Plan”) to reposition the Company as a focused high-power semiconductor company serving large, durable, higher-margin markets. The fourth quarter 2025 total restructuring expense and impairment charges incurred by us were $16.6 million.
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Navitas GaN has entered mass production and is being utilized by 9 out of the top 10 global mobile OEMs for the development of smartphones and laptops, with all 10 out of 10 currently in progress .
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See Note - 18 “Restructuring and Impairment” to the Consolidated Financial Statements in Item 8 of this report for further details on the restructuring expense and impairment charges. The Navitas 2.0 Restructuring Plan shifts the Company away from consumer-oriented, short-life-cycle segments toward long-term programs in AI data centers, energy and grid infrastructure, performance computing and industrial electrification.
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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. A core strength of our business lies in our industry leading IP position.
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This pivot is expected to improve business predictability, expand gross margin, and support a scalable and sustainable operating model. To enable this transition, we took several decisive actions focusing on 1) distributor rationalization, 2) resource realignment, 3) technology roadmap acceleration, and 4) go-to-market restructuring. Additionally, these actions support a disciplined operating model centered on four strategic pillars: 1.
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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, EV, enterprise, and renewables.
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Market focus: AI data centers, energy and grid infrastructure, performance computing and industrial electrification. 2. Technology leadership: continuous innovation in GaN, GaN power ICs, and high-voltage silicon carbide, informed by customer requirements and co-design. 37 TABLE OF CONTENTS 3. Operational efficiency: a streamlined and rebalanced geographically deployed organization, a scalable foundry, and packaging and module partnerships. 4.
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We evaluate various complementary technologies and look to improve our PDK, in order to keep introducing newer genera tions of GaN technology. In the years ended December 31, 2024 and 2023, research and development expenses represented approximately 91% and 87%, respectively, of our revenue. Navitas’ research and development activities are located primarily in the US and China.
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We recorded our share of losses for the year ended December 31, 2025, resulting in a net loss of $1.1 million, which was recorded in “Equity method investment gain (loss)” on the Statements of Operations. Results of Operations Revenue We design, develop and manufacture GaN power ICs and SiC MOSFETs for a variety of end-uses and applications.
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This amount is included in “Equity method investment gain” on the Statements of Operations. May 2023 Public Offering On May 26, 2023, the Company completed an underwritten public offering (the “May 2023 Public Offering”) of 10,000,000 shares of its Class A common stock at a public offering price of $8.00 per share, before deducting underwriting discounts and commissions.
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Selling, General and Administrative Expense Selling, general and administrative expense includes employee compensation, including cash and stock-based compensation and benefits for executive, finance, business operations, sales, field application engineers and other administrative personnel.
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In connection with the May 2023 Public Offering, the Company granted the underwriters of the offering a 30-day option to purchase up to an additional 1,500,000 shares of the Company’s Class A common stock (the “Option Shares”) from the Company at the same public offering price.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. As a “smaller reporting company” as defined in Item 10 of Regulation S-K, we are exempt from the disclosure requirements of this item in our Form 10-K. 46 TA BLE OF CONTENTS
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. As a “smaller reporting company” as defined in Item 10 of Regulation S-K, we are exempt from the disclosure requirements of this item in our Form 10-K. 46 TABLE OF CONTENTS

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