NVTS 10-K & 10-Q changes, risk factors and insider trading
Navitas Semiconductor Corp · Nasdaq · Semiconductors & Related Devices · CIK 1821769 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “SUMMARY OF RISK FACTORS”
New heading “Risks Related to Our Business and Customers”
New heading “Geopolitical and Regulatory Risks”
New heading “Financial and Accounting Risks”
New heading “Cybersecurity Risks”
New heading “Risks Related to Intellectual Property”
New heading “Risks Related to Owning Our Common Stock”
New heading “Risks Related to Our Business and Customers”
New heading “Our increased focus on AI data centers, energy and grid infrastructure, performance computing and industrial electrification, and our reduced emphasis on mobile and consumer products, may not achieve the anticipated results.”
New heading “Our ability to accurately predict future revenues and profits is inherently subject to significant uncertainties, particularly as our products are designed to disrupt existing markets and create new or emerging markets.”
New heading “We rely on single sources of supply for certain front-end manufacturing services, and on a limited number of suppliers of other materials, leaving us vulnerable to supply chain disruption. Our new emphasis on high power markets may require us to transition to new suppliers. In addition, we do not have long-term contractual supply commitments from our suppliers of wafer fabrication services. As a result, we are at risk if any of our suppliers is unable or unwilling to perform or if we are unable to successfully transition to a new supplier.”
New heading “Product quality issues and recalls may impact our business, reputation and competitive position and we may face product warranty or product liability claims that are disproportionately higher than the value of the products involved.”
New heading “We face increasing regulatory requirements and stakeholder expectations to ensure our supply chain complies with environmental, social and governance standards, including responsible sourcing, labor practices and climate related risks. Our failure to meet these requirements or expectations could harm our business reputation and customer relationships”
New heading “Our working capital needs are difficult to predict. We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all.”
New heading “The market price of our common stock may be affected by announcements regarding the selection of our products or technologies by key customers or industry participants, even though these events may not reflect binding commitments or future revenues. This may be particularly true following the Company’s announcement of a pivot towards high-power markets. Investors should not place undue reliance on such announcements as an indicator of our business prospects, future performance or otherwise when evaluating the value of our common stock.”
Removed heading “Even if an end customer selects our products, revenues from design wins may not materialize if our customer later decides to change or cancel the selection, if our customer decides to change suppliers, if our customer decides to delay production, or if our customer’s product is not successful.”
Removed heading “Our margins are dependent on us achieving continued yield improvement through continued technology development.”
Removed heading “The success of some of our products are dependent on our end customers’ ability to develop products that achieve market acceptance.”
Removed heading “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.”
Removed heading “We may not realize the growth and other opportunities that are anticipated from the GeneSiC acquisition.”
Removed heading “Since we have significant operations and revenues in China, our business development plans, results of operations and financial condition may be materially and adversely affected by significant political, social and economic developments in China.”
Removed heading “A significant portion of our net sales is generated through end customers in China which subjects us to risks associated with changes of Chinese end customer interest and governmental or regulatory changes.”
Removed heading “We may face product warranty or product liability claims that are disproportionately higher than the value of the products involved.”
Removed heading “Our competitive position could be adversely affected if we are unable to meet end customers’ or device manufacturers’ quality requirements.”
Removed heading “Warranty claims, product liability claims and product recalls could harm our business, results of operations and financial condition.”
Removed heading “Reliability is especially critical in the power semiconductor industry, and any adverse reliability result by us with any of our end customers could negatively affect our business, financial condition, and results of operations.”
Removed heading “The complexity of our products could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software which could reduce the market adoption of our products, damage our reputation with current or prospective end customers and adversely affect our operating costs.”
Removed heading “We may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased costs.”
Removed heading “We rely on single sources of supply for front-end manufacturing (wafer fabrication) of our products, and on a limited number of suppliers of other materials.”
Removed heading “We do not have long-term contractual supply commitments from our suppliers of wafer fabrication services.”
Removed heading “Increased costs of wafers and materials, or shortages in wafers and materials, could increase our costs of operations and our business could be harmed.”
Removed heading “Our working capital needs are difficult to predict.”
Removed heading “We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all.”
Removed heading “Legacy Navitas is a tax resident of, and is subject to tax in, both the United States and Ireland. 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. Accordingly, the status of Legacy Navitas as a tax resident in the U.S. and Ireland may result in an increase in our cash tax obligations and effective tax rate, which increase may be material.”
Removed heading “We may not be able to obtain additional patents and the legal protection afforded by any additional patents may not adequately cover the full scope of our business or permit us to gain or keep competitive advantage.”
Largest changes
“In the United States, certain investments that involve the acquisition of, or investment in, a U.S. business by an investor subject to foreign control (a “foreign person”) may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). …”see in full comparison
“In the United States, certain investments that involve the acquisition of, or investment in, a U.S. business by an investor subject to foreign control (a “foreign person”) may be subject to review and approval by CFIUS. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved, and the nature of the technology possessed by the U.S. business. …”see in full comparison
“We face increasing regulatory requirements and stakeholder expectations to ensure our supply chain complies with environmental, social and governance standards, including responsible sourcing, labor practices and climate related risks. Our failure to meet these requirements or expectations could harm our business reputation and customer relationships”see in full comparison
“Our procurement and supply chain practices are subject to certain regulatory requirements, including regulations related to sourcing conflict minerals and use of forced or underage labor, which often requires us to audit our direct and indirect suppliers to the mining of raw materials. Violations of these regulations could result in regulatory penalties, liability and reputational damages. …”see in full comparison
“We rely on single sources of supply for certain front-end manufacturing services, and on a limited number of suppliers of other materials, leaving us vulnerable to supply chain disruption. Our new emphasis on high power markets may require us to transition to new suppliers. In addition, we do not have long-term contractual supply commitments from our suppliers of wafer fabrication services. As a result, we are at risk if any of our suppliers is unable or unwilling to perform or if we are unable to successfully transition to a new supplier.”see in full comparison
“Since a defect or failure in one of our products could give rise to failures in the goods that incorporate them (and consequential claims for damages against our customers from their customers), we may face claims for damages that are disproportionate to the revenues and profits we receive from the products involved. …”see in full comparison
Full comparison: every changed paragraph (206)
SUMMARY OF RISK FACTORS
The below summary of risk factors provides an overview of many of the risks we are exposed to in the normal course of our business activities. As a result, the below summary risks do not contain all of the information that may be important to you, and you should read the summary risks together with the more detailed and complete discussion of risks set forth under the heading “Risk Factors” in Part I, Item 1A of this annual report, as well as elsewhere in this annual report. Additional risks, beyond those summarized below or discussed elsewhere in this annual report, may apply to our activities or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate.
Consistent with the foregoing, we are exposed to a variety of risks, including risks associated with the following:
Risks Related to Our Business and Customers
•Our increased focus on AI data centers, energy and grid infrastructure, performance computing and industrial electrification, and our reduced emphasis on mobile and consumer products, may not achieve the anticipated results.
•Our success and future revenue depend on our ability to achieve design wins and to convince our current and prospective end customers to design our products into their product offerings.
•Even if we are awarded a design win, expected revenues typically do not result for one year or more, if ever. Further, revenues from design wins may not materialize if our customer changes, cancels or delays the selection or if our customer’s products are not successful.
•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 to accurately anticipate and respond to rapid technological change in the industries in which we operate or adopt to emerging industry standards, our ability to attract and retain end customers could be impaired and our competitive position could be harmed.
•Our ability to accurately predict future revenues and profits is inherently subject to significant uncertainties, particularly as our products are designed to disrupt existing markets and create new or emerging markets.
•We maintain a backlog of customer orders that is subject to cancellation, reduction or delay in delivery schedules, which may result in lower than expected revenues.
•We depend on a few key distributors and the loss of one or more of these distributors could have a material adverse effect on our business, financial condition and results of operations.
•Our business is subject to volatile demand and seasonal fluctuations, which could materially impact our revenue, profitability, and results of operations. In addition, we rely on a limited number of customers for a significant portion of our revenue and key customer cancellations or deferrals could adversely affect our results.
ProductSupply DesignChain and SelectionQuality Risks
•We rely on single sources of supply for certain front-end manufacturing services, and on a limited number of suppliers of other materials, leaving us vulnerable to supply chain disruption. Our new emphasis on high power markets may require us to transition to new suppliers. In addition, we do not have long-term contractual supply commitments from our suppliers of wafer fabrication services. As a result, we are at risk if any of our suppliers is unable or unwilling to perform or if we are unable to successfully transition to a new supplier.
•If our foundry vendors and other suppliers do not achieve satisfactory yields or quality, our reputation and end customer relationships could be harmed, and we could be exposed to additional expenses and liability.
•We rely on the timely supply of materials and new technologies from third-parties and could suffer if suppliers fail to meet their delivery obligations or raise prices. Certain new technologies and materials needed in our manufacturing operations are only available from a limited number of suppliers, over whom we have limited influence. Increased costs of wafers and materials, or shortages in wafers and materials, or quality issues at these suppliers could increase our costs of operations and our business could 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.
•Product quality issues and recalls may impact our business, reputation and competitive position and we may face product warranty or product liability claims that are disproportionately higher than the value of the products involved.
•We face increasing regulatory requirements and stakeholder expectations to ensure our supply chain complies with environmental, social and governance standards, including responsible sourcing, labor practices and climate related risks. 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.
•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. Semiconductor technologies generally, and GaN and SiC semiconductors specifically, may be subject to heightened regulatory scrutiny.
•We are subject to export restrictions and laws affecting trade and investments that could materially and adversely affect our business and results of operations.
•Our business is affected by new U.S. government regulations restricting outbound investments in China.
Financial and Accounting Risks
•Our working capital needs are difficult to predict. We may require additional capital to support our business, and this capital might not be available on acceptable terms, if at all.
•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. Any such outcome could adversely impact investor confidence and our stock price.
Cybersecurity Risks
•We face significant and evolving cybersecurity risks that could adversely affect our operations, financial condition, and reputation.
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. 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. Accordingly, the status of Legacy Navitas as a tax resident in the U.S. and Ireland may result in an increase in our future cash tax obligations and effective tax rate, which increase may be material.
•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, par value of $0.0001 per share (our “Class A common stock”).
•As a result of the plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, our obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect our after-tax profitability and financial results.
•Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes.
Risks Related to Intellectual Property
•We may not be able to adequately protect our intellectual property rights. If we fail to adequately enforce or defend our intellectual property rights, our business may be harmed.
•If we infringe or misappropriate, or are accused of infringing or misappropriating, the intellectual property rights of third parties, we may incur substantial costs or be unable to commercialize new products.
•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.
Risks Related to Owning Our Common Stock
•Our business and operations could be impacted by stockholder activism, which could negatively affect our business and cause disruptions.
•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.
•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.
•Provisions in our certificate of incorporation and our bylaws and under the Delaware General Corporation Law (“DGCL”) contain antitakeover provisions that could prevent or discourage a takeover.
•We may issue a substantial number of additional shares under an employee incentive plan which may dilute the equity interests of our investors.
•The market price of our Class A common stock may be affected by announcements regarding the selection of our products or technologies by key customers or industry participants, even though these events may not reflect binding commitments or future revenues. This may be particularly true following the Company’s announcement of a pivot towards high-power markets. Investors should not place undue reliance on such announcements as an indicator of our business prospects, future performance or otherwise when evaluating the value of our Class A common stock.
Risks Related to Our Business and Customers
Our increased focus on AI data centers, energy and grid infrastructure, performance computing and industrial electrification, and our reduced emphasis on mobile and consumer products, may not achieve the anticipated results.
We recently announced the restructuring of our business under Navitas 2.0 to enhance our focus on AI data centers, energy and grid infrastructure, performance computing and industrial electrification, and de-emphasize mobile and consumer products. We may not successfully execute our strategic transition to these new markets and customer applications, which could adversely affect our business, results of operations, and financial condition.
This strategic realignment entails significant operational, technical, and market risks. Our success in these markets depends on factors including our ability to (i) develop and scale semiconductor solutions that meet demanding power, efficiency, and performance requirements of our customers; (ii) compete against established incumbents with substantial R&D and manufacturing resources; (iii) anticipate rapidly evolving customer needs and technological standards in these high-power and high-performance segments; and (iv) secure design wins and long-term supply agreements in new and unfamiliar market segments.
This transition may also require additional capital to execute upon our strategy, which may not be available to us when we need it or on terms acceptable to us. If we are unable to secure the capital needed to execute upon our strategic initiatives, our business operations could be materially affected. Products for AI data centers, energy and grid infrastructure, performance computing and industrial electrification generally require larger, more complex die sizes, advanced process nodes, and longer qualification cycles than consumer products, leading to greater up-front R&D investments and longer payback periods. In addition, our existing manufacturing and supply-chain relationships, optimized for high-volume consumer devices, will need to be adjusted for these new products and customers. Any adverse outcomes in product qualification, manufacturing or performance could materially harm our margin and cash flows.
Furthermore, as we reduce our focus on the mobile and consumer markets, we may lose existing customer relationships and brand visibility in those sectors. Mobile and consumer revenue may decline faster than we can establish revenue growth in high power markets. The markets for AI data centers, energy and grid infrastructure, performance computing and industrial electrification are also subject to cycles of over-investment, component oversupply, and technological disruption, which can lead to sharp fluctuations in demand and variability in results. If our transition does not yield expected revenue growth or margin improvement, or if emerging competitors capture key design opportunities, our business, financial performance, and long-term growth prospects could be materially and adversely affected.
Even if we are awarded a design win, expected revenues typically do not result for one year or more, if ever. Further, revenues from design wins may not materialize if our customer changes, cancels or delays the selection or if our customer’s products are not successful.
Because of our extended sales cycle, our revenue in future years is highly dependent on design wins we are awarded in prior years. After incurring significant design and development expenditures and dedicating engineering resources to achieve an initial design win for a product, a substantial period of time generally elapses before we may generate meaningful net sales relating to such product, if at all. This may be especially true as we reprioritize our business towards high-power markets and deprioritize our emphasis on mobile and consumer products markets. This time period may be beyond our control, as the end customer may ultimately delay, change or cancel our product plans, change suppliers, or our end customers’ efforts to market and sell our product may not be successful. The reasonsloss forof thisa design win, a reduction in sales to any key customer or the loss of the customer altogether, a significant delay include,or amongnegative otherdevelopment things,in theour following:end customers’ product development plans, or our inability to attract new significant end customers or secure new key design wins could seriously impact our revenue and materially and adversely affect our business, financial condition, and results of operations.
The success of our products is heavily dependent on the timely introduction, quality, and market acceptance of our end customers’ products incorporating our solutions, which are impacted by factors beyond our control. Our end customers’ products are often very complex and subject to design complexities that may result in design flaws, as well as potential delays, defects, errors, and bugs. This is especially true as we prioritize high-power markets and applications. 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.
•changing end customer requirements, resulting in an extended development cycle for the product;
•delay in the ramp-up of volume production of the customer’s products into which our solutions are designed;
•delay or cancellation of the customer’s product development plans;
•competitive pressures to reduce our selling price for the product;
Management's Discussion & Analysis (MD&A)
New heading “Private Placement of Common Stock (“PIPE” Offering)”
New heading “Execution of At-The-Market Agreement”
New heading “Navitas 2.0 Restructuring Plan”
Removed heading “May 2023 Public Offering”
Removed heading “Buyout of Elevation Semiconductor”
Removed heading “Acquisition of GeneSiC”
Removed heading “Acquisition of VDDTech”
Largest changes
Research and development expense for the twelve months ended December 31,see in full comparison20242025 of$76.0$49.8 millionincreaseddecreased by$7.2$26.2 million, or10%,34%, when compared to the twelve months ended December 31,2023,2024, primarily driven byanlowerincreasestock-based compensation of approximately $10.7 million, which was primarily due to the resignation of a senior management member resulting inproductreversalandofpackage$4.2developmentmillionas it relatesrelated toEV,ourenterpriselong-termandincentivesolar,plan, coupled with aone-timereduced$1.7headcount and employee-related costs of $10.1 millionprojectfromexpense,our workforce reduction due to restructuring since the third quarter of 2024 and a$2.0$1.6 million decline in R&D product development costs. Additionally, we had an other assetimpairment,impairmentasandwellaasone-timeotherproject expense of $3.7 million that was recorded in the prior year, but did not reoccur in the current year. These are partially offset by a $2.2 million advanced R&DmaterialNREpurchases.impairment in 2025.
“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. 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.”see in full comparison
“We announced cost-reduction plans that include streamlining distribution channels, reductions in headcount, and impairment of fixed assets. 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.”see in full comparison
“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. 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. …”see in full comparison
“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. 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. …”see in full comparison
Full comparison: every changed paragraph (75)
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”). 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. 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. 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. We maintain operations around the world, including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, Thailand, South Korea, and the Philippines, with principal executive offices in Torrance, California.
WeNavitas design,Semiconductor developCorporation designs, develops and marketmarkets next-generation power semiconductorssemiconductors, including gallium nitride (“GaN”) power integrated circuits (“ICs”), high-voltage silicon carbide (“SiC”) anddevices, associated high-speed silicon system controllers, and digital isolators used in power conversion and charging.charging Powerapplications. suppliesWe incorporatingfocus ourprimarily productson mayhigh-power be used in a wide variety of electronics productsmarkets, including mobile phones, consumer electronics,AI data centers, solar invertersenergy and electricgrid vehicles.infrastructure, Weperformance utilizecomputing aand fablessindustrial businesselectrification. model,Our workingproducts withare third partiesdesigned to manufacture,improve assemblesystem efficiency, increase power density, enhance thermal performance, and testreduce ouroverall designs.system Oursize fablessand modelcost allows uscompared to runtraditional thesilicon-based business today with minimal capital expenditures.technologies.
By leveraging the electrical properties of wide bandgap (“WBG”) materials such as GaN and SiC, our solutions enable higher switching frequencies, higher voltage operation, and improved energy efficiency. These capabilities are increasingly important in applications such as hyperscale data centers, renewable energy systems, grid modernization infrastructure, and industrial automation.
We operate as a fabless semiconductor design company and outsource wafer fabrication, assembly, and testing to qualified third-party manufacturing partners. This business model allows us to operate with relatively low capital expenditure requirements; however, our results depend on the capacity, cost structure, yield performance, and operational execution of our manufacturing partners. We maintain operations around the world, including the United States, Ireland, Germany, Italy, Belgium, China, Taiwan, South Korea, and the Philippines, with principal executive offices in Torrance, California.
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. 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. 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 AgreementSM (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. 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. 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.
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. 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. 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.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.
3.Operational efficiency: a streamlined and rebalanced geographically deployed organization, a scalable foundry, and packaging and module partnerships.
4.Financial discipline: prioritized investments, leverageable operating expenses, and a mix shift toward high-margin programs.
Our go-to-market strategy is based on partnering with leading manufacturers and suppliers through focused product development, addressing both mainstream and emerging applications. We consider ourselves to be a pioneer in the GaN market with a proprietary, proven GaN power IC platform that is shipping in mass production to tier-1 companies including Samsung, Dell, Lenovo, LG, Xiaomi, OPPO, Amazon, vivo, and Motorola. Most of the products we ship today are used primarily as components in mobile device chargers. 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. 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. 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. 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. We evaluate various complementary technologies and look to improve our PDK, in order to keep introducing newer generations 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.
In October 2024, the Companywe began applying the equity method of accounting for itsour related party investment, in accordance with Accounting Standards Codification (“ASC”) 323, Investments—Equity Method and Joint Ventures. Under ASC 323, an investor must use the equity method when it has significant influence over the investee, typically indicated by ownership of 20% to 50% of the voting stock or other qualitative factors (e.g. board representation). TheWe Company holdshold a 13.5%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. As a result, the Companywe remeasured itsour 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. ThisWe amountrecorded isour includedshare 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.
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. 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. On June 1, 2023, the underwriters exercised in full their option to purchase the Option Shares. The sale of the Option Shares closed on June 5, 2023. After deducting underwriting discounts and commissions and before deducting offering expenses payable by the Company, the Company received net proceeds of $75.6 million and $11.3 million from the May 2023 Public Offering and sale of the Option Shares, respectively. The total net proceeds received by the Company after deducting offering expenses was $86.5 million. The Company intends to use the net proceeds for working capital and other general corporate purposes, including potential acquisitions or strategic manufacturing investments.
Buyout of Elevation Semiconductor
On January 19, 2023, the Company announced an agreement to acquire the remaining minority interest in its silicon control IC joint venture from Halo Microelectronics International Corporation (“Halo”). Total consideration for the joint venture interests and certain intellectual property rights purchased from Halo, and certain other interests and agreements of Halo and joint venture employees, was approximately $22.4 million in Navitas stock. As Navitas was already the majority shareholder, financial results from the joint venture have already been reflected in Navitas’ historical financial statements. The transaction was completed on February 13, 2023. In connection with the purchase of intellectual property, the Company recognized an intangible asset at its estimated fair value of $4.4 million related to acquired intellectual property.
Acquisition of GeneSiC
On August 15, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire 100% of the outstanding shares of GeneSiC Semiconductor Inc. (“GeneSiC”) for $146.3 million of equity, $97.1 million of cash consideration, and potential future earn-out payments of up to an aggregate of $25.0 million in cash. GeneSiC was a silicon carbide (“SiC”) pioneer with deep expertise in SiC power device design and process, based in Dulles, Virginia. The future earn-out payments were fair valued at $0.6 million, for a total merger consideration of $244.0 million.
During the Company’s second quarter of 2023, the Company received information regarding products shipped by GeneSiC to a distributor prior to the Company’s acquisition of GeneSiC. GeneSiC had the option, but not the obligation, to accept returns sold to the distributor. The Company determined that a $1.7 million return liability should have been recorded as of the close of the acquisition on August 15, 2022. The Company recorded the return liability as a purchase price adjustment as of June 30, 2023, resulting in an increase to goodwill and accounts payable and other accrued expenses of $1.7 million.
Acquisition of VDDTech
On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the capital stock of VDDTECH srl, a private Belgian company (“VDDTech”), for approximately $1.9 million in cash and stock. Based in Mont-Saint-Guibert, Belgium, VDDTech creates advanced digital-isolators for next-generation power conversion. VDDTech’s net assets and operating results since the acquisition date are included in the Company’s Consolidated Balance Sheets and Consolidated Statement of Operations for the year ended December 31, 2024.
We design, develop and manufacture GaN ICs,power ICs and SiC MOSFETs andfor Schottkya MPSvariety diodesof that deliver best-in-class performance, ruggednessend-uses and quality.applications. 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. Some of the factors that may cause these revenue fluctuations include the following:
Our revenues fluctuate in response to a combination of factors, including the following:
•gains and losses in market share and design win tractiontraction, including the Company’s ability to ramp new high-power products;
•the effects of competition and competitive pricing strategiesstrategies, particularly in the mobile and consumer markets impacted by our announced transition to high-power markets;
•the availability, and fluctuations in the price of, the raw materials required for our products
•changes in customer and distributor relationships including the impactCompany’s announced consolidation of theits Q4distribution 2024network disengagementin connection with aits significant distributor and the abilitytransition to replacehigh-power the associated volumes with a combination existingmarkets; and new distributors;
•seasonal demand patterns particularly in mobile and consumercertain markets.
Our product revenue is recognized when the customer obtains control of the product and the timing of recognition is based on the contractual shipping terms of a contract. We provide a non-conformity warranty which is not sold separately and does not represent a separate performance obligation. Our product revenue is diversified across the United States, Europe, and Asia. We consider the domicile of our end customers, rather than the distributors we sell to directly to be the basis of attributing revenues from external customers to individual countries. Revenue for the twelve months ended December 31, 20242025 and 2023,2024, excluding channel inventories, were attributable to end customers in the following countries:
Selling, general and administrative costsexpense includeincludes employee compensation, including cash and stock-based compensation and benefits for executive, finance, business operations, sales, field application engineers and other administrative personnel. In addition, it includes marketing and advertising, IT, outside legal,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.
Interest income (expense), net primarily consists of interest associatedearned withon bank deposits and interest expense on our royalty agreement.
Dividend income consistconsists of income earned on money market treasury funds that are recorded as cash equivalents.
RevenueRevenues
Net revenues for the twelve months ended December 31, 20242025 were $83.3$45.9 million compared to $79.5$83.3 million for the twelve months ended December 31, 2023,2024, ana increasedecrease of $3.8$37.4 million, or 5%.45%. The increasedecrease in sales was drivenmainly primarilydue byto the growthdecline in the mobile markets.and consumer markets in China.
Cost of revenues for the twelve months ended December 31, 20242025 was $55.0$31.7 million, ana increasedecrease of $6.6$23.3 million or 14%42% compared to the twelve months ended December 31, 2023.2024. The increasedecrease was primarily driven by lower sales volume, coupled with the absence of a $5.0 million inventory reserve recorded in the prior year related to a distributor disengagement and anmarket increase in revenue from the mobile market.mix.
Research and development expense for the twelve months ended December 31, 20242025 of $76.0$49.8 million increaseddecreased by $7.2$26.2 million, or 10%,34%, when compared to the twelve months ended December 31, 2023,2024, primarily driven by anlower increasestock-based compensation of approximately $10.7 million, which was primarily due to the resignation of a senior management member resulting in productreversal andof package$4.2 developmentmillion as it relatesrelated to EV,our enterpriselong-term andincentive solar,plan, coupled with a one-timereduced $1.7headcount and employee-related costs of $10.1 million projectfrom expense,our workforce reduction due to restructuring since the third quarter of 2024 and a $2.0$1.6 million decline in R&D product development costs. Additionally, we had an other asset impairment,impairment asand wella asone-time otherproject expense of $3.7 million that was recorded in the prior year, but did not reoccur in the current year. These are partially offset by a $2.2 million advanced R&D materialNRE purchases.impairment in 2025.
Selling, general and administrative expense for the twelve months ended December 31, 20242025 of $62.9$35.2 million increaseddecreased by $1.3$27.7 million, or 2%,44%, when compared to the twelve months ended December 31, 2023.2024. The increaseThis is primarily driven by a decrease in stock-based compensation of approximately $17.8 million largely resulting from the reversal of $12.6 million following the separation of senior management members related to our long-term incentive plan. The decrease was additionally driven by a $7.5 million bad debt expense due to a distributor disengagement.disengagement Thesein expensesthe wereprior largelyyear offset byand a decrease in stock-basedheadcount compensationand employee costs of $3.9 million as a result of our reductions in force and workforce optimization. This was partially offset by approximately $8.0$4.0 million.million in CEO transition costs and governance costs in 2025.
Amortization of intangible assets remained fairly unchanged as we did not acquire new intangible assets.
Amortization of definite-lived intangible assets for the twelve months ended December 31, 2024 of $18.9 million increased by $0.1 million, or 1%, when compared to the twelve months ended December 31, 2023. Amortization of intangible assets remained fairly consistent as we did not acquire new intangible assets.
Restructuring Expensesand Impairment Expense
We announced cost-reduction plans that include streamlining distribution channels, reductions in headcount, and impairment of fixed assets. 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.
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. We incurred $1.2 million related to this plan for the twelve months ended December 31, 2024.
Interest income primarily consists of interest earned on our interest earning bank accounts and interest expense is associated with our royalty agreement. The $0.9 million of interest income was primarily attributable to higher cash balances net of interest expense associated with our royalty agreement. The $0.2 million expense as of December 31, 2024 is primarily due to interest associated with our royalty agreement.
Net interest income (expense), net for the twelve months ended December 31, 2024 of $(0.2) million compared to income of $1.3 million for the twelve months ended December 31, 2023. 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 inon our Consolidatedconsolidated Balancebalance Sheets.sheet. IncreaseThe decrease of $1.2$1.7 million in dividend income from December 31, 2023 to December 31, 2024 is primarily due to thedecreases timingin our investment balances as of whenDecember we31, transferred money into our money market treasury funds. As a result, the prior-year figure reflects only nine months of activity2025 compared to twelveDecember months31, in the current year.2024.
During the twelve months ended December 31, 2024,2025, we recognized a $36.6$12.4 million gainloss from aan decreaseincrease in fair value of our earnout liabilities. The gainloss of $36.6$12.4 million in our earn-out liability was primarily a result of the decreaseincrease of the closing price of our Class A common stock listed on the Nasdaq, resulting in aan decreaseincrease in the estimated fair value of the earnout shares from $5.50 as of December 31, 2023 to $1.18 as of December 31, 2024.2024 to $2.33 as of December 31, 2025.
Income Tax Provision (Benefit)
Income tax benefitprovision for the twelve months ended December 31, 20242025 was $0.3$0.1 million while for the twelve months ended December 31, 2023,2024, income tax benefit was $0.5$0.3 million. 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. Beginning in October 2024, we began applyingapplied the equity method to account for our joint venture investment. 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 lossresults. fromFor the periodyear November throughended December 2024,31, 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.
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,development incurand fund capital expenditures.
What changed in the latest 10-Q
Risk Factors
New heading “Intellectual property infringement or misappropriation assertions by third parties could result in significant costs and adversely affect our business, financial condition, operating results and reputation.”
Largest changes
“In addition, on or about July 22, 2026, Renesas Electronics Corporation ("Renesas") filed a lawsuit against us and two of our employees who are former employees of Renesas, including our chief executive officer, alleging misappropriation of trade secrets, breach of contract and other claims. The litigation was filed in the United States District Court for the Northern District of California. We are evaluating this complaint and intend to vigorously defend ourselves against these allegations, but a negative result could have a material adverse impact on our business.”see in full comparison
“If we infringe or misappropriate, or are accused of infringing or misappropriating, the intellectual property rights of third parties, we may incur substantial costs or be unable to commercialize new products. …”see in full comparison
“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. 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. …”see in full comparison
“For example, Wolfspeed has filed a lawsuit in the U.S. District Court for the District of Delaware, alleging that certain of our GaN and SiC products infringe certain of Wolfspeed's GaN and SiC patents. We will defend ourselves vigorously against this lawsuit, but patent litigation is costly and outcomes are uncertain. Wolfspeed is seeking monetary damages and injunctive relief, among other remedies. …”see in full comparison
“Intellectual property infringement or misappropriation assertions by third parties could result in significant costs and adversely affect our business, financial condition, operating results and reputation.”see in full comparison
“In addition, we could be subject to claims that our employees, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of third parties. If we are unable to resolve claims that may be brought against us by third parties related to their intellectual property rights on terms acceptable to us, we may be precluded from offering some of our products or using some of our processes. …”see in full comparison
Full comparison: every changed paragraph (14)
Except as set forth below, there have been no material changes to the risk factors described under Item 1A of our annual report on Form 10-K for the fiscal year ended December 31, 2025. All of these risk factors should be carefully considered in conjunction with the other information included in this quarterly report on Form 10-Q. The risk factors we disclose, as well as other risks not currently known to us or that we currently view as immaterial, could materially and adversely affect our business, financial condition, results of operations, or the value of our securities. We update these disclosures as required to reflect significant developments and evolving business conditions facing the Company and its businesses.
Intellectual property infringement or misappropriation assertions by third parties could result in significant costs and adversely affect our business, financial condition, operating results and reputation.
If we infringe or misappropriate, or are accused of infringing or misappropriating, the intellectual property rights of third parties, we may incur substantial costs or be unable to commercialize new products. The semiconductor industry is characterized by frequent litigation regarding patent and other intellectual property rights, including by both competitors and so-called “non-practicing entities.” We have received communications, and we expect to receive additional communications from time to time, that allege or imply that our products or technologies infringe the patent or other intellectual property rights of third parties or that invite us to take a license to certain allegedly infringed patents. Lawsuits or other proceedings resulting from allegations of infringement could subject us to significant liability for damages, invalidate our proprietary rights, force us to make changes to our products, and adversely affect our business. In some cases, the allegation of patent infringement is made against our end-customer who may seek indemnification from 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, 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.
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. 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. Any significant impairments of intellectual property rights from any litigation we face could materially and adversely impact our business, financial condition, results of operations and our ability to compete.
Even when we believe we do not infringe the intellectual property rights of a third party, we may decide to enter into a settlement agreement with the third party in order to avoid the risks and costs resulting from protracted litigation. Such settlement agreements may require us to make fixed or recurring payments to the third party, which could materially and adversely impact our business, financial condition and results of operations.
In addition, we could be subject to claims that our employees, or we, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of third parties. If we are unable to resolve claims that may be brought against us by third parties related to their intellectual property rights on terms acceptable to us, we may be precluded from offering some of our products or using some of our processes. 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.
For example, Wolfspeed has filed a lawsuit in the U.S. District Court for the District of Delaware, alleging that certain of our GaN and SiC products infringe certain of Wolfspeed's GaN and SiC patents. We will defend ourselves vigorously against this lawsuit, but patent litigation is costly and outcomes are uncertain. Wolfspeed is seeking monetary damages and injunctive relief, among other remedies. An adverse result could have a material adverse effect on our business and even if we prevail in the litigation, doing so may be costly and time consuming and may divert management’s attention from our business.
In addition, on or about July 22, 2026, Renesas Electronics Corporation ("Renesas") filed a lawsuit against us and two of our employees who are former employees of Renesas, including our chief executive officer, alleging misappropriation of trade secrets, breach of contract and other claims. The litigation was filed in the United States District Court for the Northern District of California. We are evaluating this complaint and intend to vigorously defend ourselves against these allegations, but a negative result could have a material adverse impact on our business.
There have been no material changes from the risk factors described under Item 1A of our annual report on Form 10-K for the fiscal year ended December 31, 2025.
Management's Discussion & Analysis (MD&A)
New heading “Execution of At-The-Market Sales Agreements”
Largest changes
“Restructuring expense increased $0.3 million for the three months ended June 30, 2026 and decreased $0.7 million, or 46%, for the six months ended June 30, 2026, primarily due to the January 2025 restructuring plan and fourth quarter 2025 Navitas 2.0 restructuring plan.”see in full comparison
We continue to execute the Navitas 2.0 Restructuring Plan, which was initiated in the fourth quarter of 2025 to reposition the Company as a focused high-power semiconductor provider serving large, durable, higher-margin markets. The plan remains centered on portfolio and organizational realignment, technology roadmap execution, go-to-market optimization, and disciplined investment in strategic end markets. As of June 30, 2026, the actions under the Restructuring Plan were substantially complete, with remaining costs expected to be recognized by the end of fiscal year 2026.see in full comparison
“The decrease of $1.0 million was primarily due to timing of restructuring related plans.”see in full comparison
“On May 11, 2026, we entered into a Sales Agreement with Craig-Hallum Capital Group LLC and UBS Securities LLC (the “First Sales Agreement”) pursuant to which we could offer and sell, from time to time, shares of our Class A common stock having an aggregate offering price of up to $125.0 million. The First Sales Agreement terminated in accordance with its terms on May 12, 2026 in accordance with its terms upon completion of the offering. On June 8, 2026, we entered into an additional Sales Agreement with UBS Securities LLC, Morgan Stanley & Co. …”see in full comparison
“Net cash provided by financing activities for the six months ended June 30, 2026 increased $271.5 million, primarily driven by $373.2 million of net proceeds from our at-the-market offerings (compared to $96.8 million of net proceeds in 2025), partially offset by the $3.8 million cash settlement of earnout shares and lower proceeds from stock option exercises.”see in full comparison
Full comparison: every changed paragraph (28)
This quarterly report includes “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are attempts to predict or indicate future events or trends or similar statements that are not a reflection of historical fact. Forward-looking statements may be identified by the use of words such as “we expect” or “are expected to be,” “estimate,” “plan,” “project,” “forecast,” “intend,” “anticipate,” “believe,” “seek,” or other similar expressions. Forward-looking statements are made based on estimates and forecasts of financial and performance metrics, projections of market opportunity and market share and current indications of customer interest, all of which are based on various assumptions, whether or not identified in this pressquarterly release.report. All such statements are based on current expectations of the management of the Company and are not predictions of actual future performance. Forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions and expectations. Many actual events and circumstances that affect performance are beyond the control of the Company, and forward-looking statements are subject to a number of uncertainties.
Execution of At-The-Market Sales Agreements
On May 11, 2026, we entered into a Sales Agreement with Craig-Hallum Capital Group LLC and UBS Securities LLC (the “First Sales Agreement”) pursuant to which we could offer and sell, from time to time, shares of our Class A common stock having an aggregate offering price of up to $125.0 million. The First Sales Agreement terminated in accordance with its terms on May 12, 2026 in accordance with its terms upon completion of the offering. On June 8, 2026, we entered into an additional Sales Agreement with UBS Securities LLC, Morgan Stanley & Co. LLC and Needham & Company, LLC (the “Second Sales Agreement”). Pursuant to the Second Sales Agreement, we may offer and sell, from time to time, shares of our Class A common stock having an aggregate offering price of up to $500.0 million. During the six months ended June 30, 2026, we sold approximately 6.5 million shares of our Class A common stock and completed our $125.0 million at-the-market offering program in its entirety. We also sold approximately 10.9 million shares of our Class A common stock for gross proceeds of $255.8 million of common stock under our $500.0 million at-the-market offering program.
We continue to execute the Navitas 2.0 Restructuring Plan, which was initiated in the fourth quarter of 2025 to reposition the Company as a focused high-power semiconductor provider serving large, durable, higher-margin markets. The plan remains centered on portfolio and organizational realignment, technology roadmap execution, go-to-market optimization, and disciplined investment in strategic end markets. As of June 30, 2026, the actions under the Restructuring Plan were substantially complete, with remaining costs expected to be recognized by the end of fiscal year 2026.
The tables and discussion below present our results for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands):
We design, develop and manufacture GaN FETs, GaN ICs, SiC MOSFETs and modules, and Schottky diodes that deliver best-in-class performance, ruggedness, and quality. Our revenue represents the sale of semiconductors through specialized distributors to original equipment manufacturers (“OEMs”), their suppliers, and other end customers. We consider the domicile of our end customers, rather than the distributors we sell to directly, to be the basis of attributing revenues from external customers to individual countries. Revenues for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands) were attributable to end customers in the following countries:
The decline in sales of $5.4$4.0 million or 39%27% for the three months ended June 30, 2026, and $9.4 million or 33% for the six months ended June 30, 2026, was primarily due to the decrease in sales of mobile in the Asia region, primarily China, and consumer markets.
For the three and six months ended June 30, 2026, cost of revenue decreased by $5.7 million or 47% and $9.1 million or 43% respectively. This was primarily driven by a decline in sales as well as a shift in sales mix toward high-power products.
The decrease of $3.4 million or 38% was primarily driven by a decline in sales. The increase in percent of revenue was primarily due to higher stock-based compensation.
TheFor the three and six months ended June 30, 2026, the increase of $1.9$1.7 million or 14% and $3.6 million or 15% respectively, was primarily driven by an increase in stock-based compensation as well as research and development materials, partially offset by a decrease in headcount related cost as a result of the Company’s reductions in force.
For the three and six months ended June 30, 2026, the increase of $5.3 million, or 68% and $4.8 million, or 25%, respectively, was primarily driven by increases in stock-based compensation and legal and professional fees, partially offset by lower sales commissions and headcount-related costs.
The decrease of $0.5 million, or 4%, was primarily driven by a reduction in sales commissions and professional fees partially offset by an increase in stock-based compensation.
For the three and six months ended June 30, 2026, amortization of intangible assets remained relatively consistent compared to the corresponding periods.
Amortization of intangible assets remained flat.
Restructuring expense increased $0.3 million for the three months ended June 30, 2026 and decreased $0.7 million, or 46%, for the six months ended June 30, 2026, primarily due to the January 2025 restructuring plan and fourth quarter 2025 Navitas 2.0 restructuring plan.
The decrease of $1.0 million was primarily due to timing of restructuring related plans.
The decrease in other income (expense) of approximately $14.8$173.8 million and $188.6 million for the three and six months ended June 30, 2026, respectively, is primarily due to the change in fair value of our earnout liabilities (losses of $16.0$203.1 million and $211.0 million in the 2026 periods, compared to losses of $28.0 million and $19.9 million in the corresponding 2025 periods), partially offset by an increase inhigher interest and dividend income.
In the first quarter of 2026, the Company discontinued the application of the equity method of accounting following the loss of significant influence. No further equity method investment losses were recognized during the three and six months ended June 30, 2026.
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 remainincrease relativelyas flat.we continue to grow.
The following table summarizes our consolidated cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 (in thousands):
We derive liquidity primarily from cash on hand and equity financing activities. The changes in our cash flows for the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, were primarily driven by the following:
Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was $16.4$48.3 million compared to $13.5$24.8 million for the threesix months ended MarchJune 31,30, 2025. The increase was driven primarily driven by athe higher net loss, including the unfavorable change in the fair value of the earnout liabilityliability, andas well as unfavorable working capital,capital changes which includes higher inventory related purchases partially offset by higher non-cash stock-based compensation.
Net cash used in investing activities increased slightly during the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily due to additionalan capitalinvestment expendituresin forpreferred R&D equipment.shares.
Net cash provided by financing activities for the six months ended June 30, 2026 increased $271.5 million, primarily driven by $373.2 million of net proceeds from our at-the-market offerings (compared to $96.8 million of net proceeds in 2025), partially offset by the $3.8 million cash settlement of earnout shares and lower proceeds from stock option exercises.
Net cash provided by financing activities increased $0.6 million primarily driven by higher proceeds from stock option exercises, partially offset by increased payments on finance lease obligations.
In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. As of MarchJune 31,30, 2026, our non-cancellable contractual arrangements consisted of lease obligations and an agreement for the purchase of equipment. Refer to Note 9 - “Leases” for further information on our minimum future payments related to lease obligations.
As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
ThereAs a result of the settlement of our earnout liabilities during the second quarter of 2026, the related critical accounting estimate described in our 2025 annual report on Form 10-K is no longer applicable. Other than this change, there have been no material changes to our critical accounting policies and estimates from the information in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2025 annual report on Form 10-K.10-K for the year ended December 31, 2025.
NVTS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 4 filings (4 insiders, 2 trade dates, 3,989,478 shares, about $116.4M). Net open-market shares: -3,989,478 (purchases minus sales); net value about -$116.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-31 | Saluja Dipender |
Grant/award | 951 | $13.15 | $12.5K |
| 2026-07-31 | Saluja Dipender |
Grant/award | 951 | $13.15 | $12.5K |
| 2026-07-22 | Moxam David |
Grant/award | 9,990 | — | — |
| 2026-07-22 | Long Brian |
Grant/award | 9,990 | — | — |
| 2026-07-22 | Wunderlich Gary Kent Jr |
Grant/award | 9,990 | — | — |
| 2026-07-22 | Amoruso Cristiano |
Grant/award | 9,990 | — | — |
| 2026-07-22 | Fischer Gregory Michael |
Grant/award | 9,990 | — | — |
| 2026-07-22 | Hendrix Richard J |
Grant/award | 9,990 | — | — |
| 2026-07-22 | Lee Davin |
Grant/award | 9,990 | — | — |
| 2026-07-22 | Saluja Dipender |
Grant/award | 9,990 | — | — |
| 2026-06-02 | Wunderlich Gary Kent Jr |
Gift | 6,280 | — | — |
| 2026-05-28 | Singh Ranbir |
Open-market sale | 664,058 | $28.72 | $19.1M |
| 2026-05-28 | Wunderlich Gary Kent Jr |
Open-market sale | 73,000 | $28.11 | $2.1M |
| 2026-05-28 | Wunderlich Gary Kent Jr |
Open-market sale | 35,165 | $28.14 | $989.5K |
| 2026-05-28 | Hendrix Richard J |
Open-market sale | 75,000 | $29.34 | $2.2M |
| 2026-05-28 | Hendrix Richard J |
Open-market sale | 35,165 | $28.14 | $989.5K |
| 2026-05-27 | Allexandre Chris |
Open-market sale | 13,323 | $31.81 | $423.8K |
| 2026-05-27 | Singh Ranbir |
Open-market sale | 3,060,118 | $29.29 | $89.6M |
| 2026-05-27 | Hendrix Richard J |
Open-market sale | 33,649 | $29.66 | $998.0K |
| 2026-05-18 | Wunderlich Gary Kent Jr |
Other | 1,147,225 | — | — |
| 2026-05-18 | Hendrix Richard J |
Other | 1,147,225 | — | — |
| 2026-05-09 | Saluja Dipender |
Grant/award | 864 | $14.47 | $12.5K |
| 2026-05-09 | Saluja Dipender |
Grant/award | 864 | $14.47 | $12.5K |
| 2026-04-30 | Lee Davin |
Grant/award | 3,430 | — | — |
| 2026-04-28 | Fischer Gregory Michael |
Grant/award | 4,839 | — | — |
Well-known investors holding NVTS (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 9,582,697 | $171.7M | 0.11% | Added 154% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 3,056,137 | $54.8M | 0.03% | Added 18% |
| Two Sigma Investments | 2026-06-30 | 2,748,653 | $49.3M | 0.04% | Added 542% |
| Millennium Management (Israel Englander) | 2026-06-30 | 920,772 | $16.5M | 0.01% | Reduced 29% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 829,116 | $14.9M | 0.02% | Reduced 76% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 61,977 | $1.1M | 0.0% | Reduced 2% |
| Duquesne Family Office (Stanley Druckenmiller) | 2026-06-30 | 311,100 | $5.6K | 0.13% | New position |