Navitas Semiconductor Q3 loss widens to $37.1M
The acquired Claros business develops integrated voltage-regulator technology for AI data centers, with consideration including cash, shares and milestone-based stock.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Rhea-AI Filing Summary
Navitas Semiconductor Corp. (NVTS) reported third-quarter 2026 revenue of $13.991 million, up 38% from $10.112 million a year earlier, and a $37.108 million net loss versus $19.234 million. For the first nine months, revenue was $33.118 million, down 14%, and net loss was $299.111 million versus $85.138 million, including a $210.981 million noncash loss from earnout remeasurement.
Nine-month operating cash outflow was $66.905 million versus $34.783 million; cash, cash equivalents and restricted cash were $531.842 million at September 30, 2026. During the three months ended June 30, 2026, the company sold approximately 17.4 million shares in at-the-market offerings for approximately $380.7 million in gross proceeds; approximately $244.3 million remained available under the second sales agreement at September 30.
Navitas completed its Claros acquisition on October 6, 2026. Consideration included approximately $126 million in cash, net of approximately $9.4 million of cash acquired, and 6,912,669 Class A shares; up to 1,289,869 additional shares are payable upon specified milestones through the day immediately preceding the second anniversary of closing.
1 point · 0 major1 major · 3 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue increased 38% to $13.991 million year over year.
Negative
- Major pointNine-month net loss was $299.111 million, versus $85.138 million in 2025.
- Moderate pointNine-month revenue declined 14% to $33.118 million year over year.
- Moderate pointOperating cash outflow rose to $66.905 million from $34.783 million.
Filing Explained
Pending litigation remains unquantified: Navitas reports no liability for either suit and cannot estimate possible losses.
Navitas reports that all 2021 earnout obligations were settled by
The report also describes pending litigation: Wolfspeed alleges patent infringement, while Renesas alleges trade-secret misappropriation and contract breaches. Navitas says it has recorded no liability for either matter and cannot reasonably estimate a possible loss or range given the proceedings’ preliminary stage.
Key Figures
Third-quarter revenue: $13.991 million; 38% increase
Third-quarter net loss: $37.108 million
Nine-month revenue: $33.118 million; 14% decrease
+5 more
8 metrics
Third-quarter revenue
$13.991 million; 38% increase
Three months ended September 30, 2026; $10.112 million in 2025.
Third-quarter net loss
$37.108 million
Three months ended September 30, 2026; $19.234 million in 2025.
Nine-month revenue
$33.118 million; 14% decrease
Nine months ended September 30, 2026; $38.620 million in 2025.
Nine-month net loss
$299.111 million
Nine months ended September 30, 2026; $85.138 million in 2025; includes a $210.981 million noncash loss from earnout remeasurement.
Operating cash used
$66.905 million
Nine months ended September 30, 2026; $34.783 million in 2025.
Cash, cash equivalents and restricted cash
$531.842 million
At September 30, 2026.
At-the-market offering gross proceeds
Approximately $380.7 million
Approximately 17.4 million shares sold during the three months ended June 30, 2026.
Claros acquisition cash consideration
Approximately $126 million in cash, net of approximately $9.4 million of cash acquired
Acquisition completed October 6, 2026.
Key Terms
gallium nitride (GaN), silicon carbide (SiC), at-the-market offerings, earnout liability, +1 more
5 terms
gallium nitride (GaN) technical
"gallium nitride (“GaN”) power integrated circuits"
Gallium nitride (GaN) is a durable semiconductor material used to build electronic components that switch power and radio signals faster and with less energy loss than older silicon parts. Think of it as a more efficient, high-performance engine that lets devices be smaller, run cooler, and handle higher voltages; investors watch GaN adoption because it can lower manufacturing and operating costs, enable new products, and shift competitive advantage and profit margins across chipmakers and equipment makers.
silicon carbide (SiC) technical
"high-voltage silicon carbide (“SiC”) devices"
Silicon carbide (SiC) is a very durable material made from silicon and carbon, often used in high-performance electronics and industrial tools. It matters because it can handle extreme heat and voltage better than regular materials, making devices more efficient and longer-lasting, especially in electric vehicles and power systems.
at-the-market offerings financial
"sold approximately 17.4 million shares of Class A common stock in at-the-market offerings"
An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.
earnout liability financial
"Loss from change in fair value of earnout liabilities"
A future payment a buyer has agreed to make after an acquisition if the purchased business hits certain performance targets; it is recorded as a liability because it may become an obligation. Investors care because it affects a company's reported debt and potential cash outflows—similar to promising a bonus if a car you bought later reaches a set mileage, it shifts risk and can change valuation and earnings depending on whether the targets are met.
Level 3 financial
"classified within Level 3"
Level 3 describes the lowest-confidence category in the accounting “fair value” hierarchy, covering assets or liabilities whose prices are not observable in the market and must be estimated using judgment and internal models. For investors, Level 3 items matter because they can introduce greater uncertainty and potential valuation swings—like valuing a unique antique versus checking a price tag on a supermarket shelf—so they signal higher model risk and lower liquidity.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was NVTS revenue in the third quarter of 2026?
Navitas reported $13.991 million in revenue for the three months ended September 30, 2026, up 38% from $10.112 million a year earlier. The company attributed the increase primarily to growth in U.S. data-center-related revenue.
What did NVTS pay to acquire Claros?
Navitas acquired all outstanding equity interests of Claros on October 6, 2026. Consideration included approximately $126 million in cash, net of approximately $9.4 million of cash acquired, and 6,912,669 Class A shares. Up to 1,289,869 additional shares are payable upon specified business milestones through the day immediately preceding the second anniversary of closing.
How much did NVTS raise through its at-the-market offerings?
Navitas sold approximately 17.4 million shares during the three months ended June 30, 2026, for approximately $380.7 million in gross proceeds. Approximately $244.3 million remained available under the second sales agreement as of September 30, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______ to ______
Commission file number: 001-39755
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(844 ) 654-2642
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
par value $0.0001 per share | ||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| ☒ | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 269,507,528 shares of Class A Common Stock and 0 shares of Class B Common Stock were outstanding at November 2, 2026.
TABLE OF CONTENTS
| Page | ||||||||
| Part I - Financial Information | ||||||||
Item 1. | Financial Statements (unaudited) | 4 | ||||||
Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 | 4 | |||||||
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2026 and 2025 | 6 | |||||||
Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2026 and 2025 | 7 | |||||||
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 | 9 | |||||||
Condensed Notes to Consolidated Financial Statements | 11 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 27 | ||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 | ||||||
Item 4. | Controls and Procedures | 34 | ||||||
Part II - Other Information | ||||||||
Item 1. | Legal Proceedings | 35 | ||||||
Item 1A. | Risk Factors | 35 | ||||||
Item 6. | Exhibits | 38 | ||||||
Signatures | ||||||||
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
NAVITAS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
| (In thousands, except shares and par value) | September 30, 2026 | December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Restricted cash | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right of use assets | |||||||||||
| Finance lease right of use assets | |||||||||||
| Inventories, noncurrent | — | ||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and other accrued expenses | $ | $ | |||||||||
| Accrued compensation expenses | |||||||||||
| Operating lease liabilities, current | |||||||||||
Finance lease liabilities, current | |||||||||||
| Earnout liability | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities noncurrent | |||||||||||
| Finance lease liabilities noncurrent | |||||||||||
| Deferred tax liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 14) | |||||||||||
| Stockholders' equity | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
4
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The accompanying condensed notes are an integral part of these condensed consolidated financial statements.
5
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NAVITAS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenues (exclusive of amortization of intangible assets included below) | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||
| Restructuring expense | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||
| Interest income (expense), net | |||||||||||||||||||||||
| Dividend income | |||||||||||||||||||||||
| Loss from change in fair value of earnout liabilities | ( | ( | ( | ||||||||||||||||||||
| Other (expense) | ( | ( | ( | ( | |||||||||||||||||||
| Total other income (expense), net | ( | ( | ( | ||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax provision (benefit) | ( | ( | |||||||||||||||||||||
| Equity method investment gain (loss) | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per common share | |||||||||||||||||||||||
| Basic net loss per share attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted net loss per share attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average common shares used in net loss per share attributable to common shareholders | |||||||||||||||||||||||
| Basic common shares | |||||||||||||||||||||||
| Diluted common shares | |||||||||||||||||||||||
The accompanying condensed notes are an integral part of these condensed consolidated financial statements.
6
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NAVITAS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
| Stockholders' Equity | |||||||||||||||||||||||||||||||||||
| NINE MONTHS ENDED SEPTEMBER 30, 2026 | Class A common stock | Additional paid in capital | Accumulated deficit | Accumulated comprehensive loss | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock under employee stock option and stock award plans | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense related to employee and non-employee stock awards | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock under employee stock option and stock award plans | $ | — | $ | $ | — | $ | — | $ | |||||||||||||||||||||||||||
| Shares issued in connection with the At-the-market offering | — | — | |||||||||||||||||||||||||||||||||
| Costs for the issuance of common stock for the At-the-market offering | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense related to employee and non-employee stock awards | — | — | — | — | |||||||||||||||||||||||||||||||
| Share activity in connection with Earnout settlement | ( | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock under employee stock option and stock award plans | — | — | — | ||||||||||||||||||||||||||||||||
| Costs for the issuance of common stock | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense related to employee and non-employee stock awards | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2026 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
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| Stockholders' Equity | |||||||||||||||||||||||||||||||||||
| NINE MONTHS ENDED SEPTEMBER 30, 2025 | Class A common stock | Additional paid in capital | Accumulated deficit | Accumulated comprehensive loss | Total | ||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock under employee stock option and stock award plans | — | — | — | ||||||||||||||||||||||||||||||||
| Costs for the issuance of common stock for the At-the-market offering | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense related to employee and non-employee stock awards | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock under employee stock option and stock award plans | $ | — | $ | $ | — | $ | — | $ | |||||||||||||||||||||||||||
| Shares issued in connection with the At-the-market offering | — | — | |||||||||||||||||||||||||||||||||
| Costs for the issuance of common stock for the At-the-market offering | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation expense related to employee and non-employee stock awards | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| BALANCE AT JUNE 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Issuance of common stock under employee stock option and stock award plans | — | — | — | ||||||||||||||||||||||||||||||||
| Stock-based compensation expense related to employee and non-employee stock awards | — | — | — | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| BALANCE AT SEPTEMBER 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
The accompanying condensed notes are an integral part of these condensed consolidated financial statements.
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NAVITAS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Non-cash lease expense | |||||||||||
| Stock-based compensation expense | |||||||||||
| Impairment of investment | — | ||||||||||
| Allowance for expected credit losses | ( | ||||||||||
| Investment (gains) losses | ( | ||||||||||
| Impairment of long-lived assets | — | ||||||||||
| Loss on property and equipment | |||||||||||
| Loss from change in fair value of earnout liability | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable, accrued compensation and other accrued expenses | ( | ||||||||||
| Operating lease liability | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Proceeds from disposition of property and equipment | |||||||||||
Investment purchases | ( | ||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from the issuance of shares in the At-the-market offerings | |||||||||||
| Costs for the issuance of common stock for the At-the-market offering | ( | ( | |||||||||
| Payments on equipment financing obligation | ( | — | |||||||||
| Proceeds from issuance of common stock in connection with stock option exercises | |||||||||||
| Proceeds from employee stock purchase plan | |||||||||||
| Settlement of earnout shares | ( | ||||||||||
| Payments on finance lease obligations | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
| NET INCREASE IN CASH | |||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | |||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | $ | $ | |||||||||
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| RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Capital expenditures in accounts payable | $ | $ | |||||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Shares issued in connection with Earnout Settlement | $ | $ | — | ||||||||
| Shares issued in connection with annual bonus | $ | $ | |||||||||
| Noncash finance lease acquisition | $ | $ | |||||||||
| Deferred offering costs | $ | $ | — | ||||||||
The accompanying condensed notes are an integral part of these condensed consolidated financial statements.
10
NAVITAS SEMICONDUCTOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
Navitas Semiconductor Corporation (the “Company”) was founded in 2014 and has since been developing next-generation power semiconductors including gallium nitride (“GaN”) power integrated circuits (“ICs”), silicon carbide (“SiC”) and associated high-speed silicon system controllers and digital isolators used in power conversion and charging. The Company presently operates as a product design house that contracts the manufacturing of its chips and packaging to partner suppliers. Navitas maintains its operations around the world, including the United States, Philippines, China, Taiwan, and South Korea, with principal executive offices in Torrance, California.
The Company has two authorized classes of common stock: Class A common stock, par value of $0.0001 0.0001 0.0001
Execution of At-The-Market Sales Agreements
During the three months ended June 30, 2026, the Company sold approximately 17.4 million shares of Class A common stock in at-the-market offerings, for gross proceeds of approximately $380.7 million and offering-related costs of approximately $7.6 million. The sales were made under two Sales Agreements: the first, entered into on May 11, 2026, terminated on May 12, 2026 upon completion of its $125.0 million offering, and the second, entered into on June 8, 2026, provides for sales of up to $500.0 million. No shares were sold under either agreement during the three months ended September 30, 2026, and approximately $244.3 million remained available under the second agreement as of September 30, 2026.
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NAVITAS SEMICONDUCTOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Basis of Presentation and Use of Estimates
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). In our opinion, they include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of results for the interim periods. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by the SEC's rules and regulations for interim reporting. These condensed consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments affecting the amounts reported in our condensed consolidated financial statements and the accompanying notes. We base our estimates and judgments on historical experience, knowledge of current conditions, and our beliefs of what could occur in the future considering available information. While we believe that our estimates, assumptions, and judgments are reasonable, they are based on information available when made, and because of the uncertainty inherent in these matters, the actual results that we experience may differ materially from these estimates under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis.
We describe our accounting methods and practices in more detail in our 2025 10-K. There have been no changes to the significant accounting policies, procedures, or general information described in our 2025 10-K that have had a material impact on our condensed consolidated financial statements and the accompanying notes, except as described in Note 15 - “Related Party Transactions and Equity Investments.”
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation for the nine months ended September 30, 2026. Equipment previously included in construction in progress has been reclassified to computers and other equipment. This reclassification had no impact on net loss or retained earnings.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
2. RECENT ACCOUNTING PRONOUNCEMENTS
Recently Issued Accounting Standards
In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which mandates enhanced disclosure of specific costs and expenses within the notes to the financial statements. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the extent of the additional disclosures required.
3. NET LOSS PER SHARE
Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. Diluted loss per share is calculated by dividing net income (loss) by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period. The Company has no plans to declare dividends.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
(in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Weighted-average common shares - basic common stock | ||||||||||||||||||||||||||
| Stock options and other dilutive awards | ||||||||||||||||||||||||||
| Weighted-average common shares - diluted common stock | ||||||||||||||||||||||||||
| Shares excluded from diluted weighted-average shares: | ||||||||||||||||||||||||||
| Dilutive shares excluded ¹ | ||||||||||||||||||||||||||
As of September 30, 2026, there were no earnout shares or sponsor earnout shares excluded from diluted weighted-average common shares based on performance, market or forfeiture conditions. The Company’s earnout obligations were settled during the three months ended June 30, 2026, and no earnout liability remained outstanding as of September 30, 2026. See Note 11 - “Earnout Liability.” As of September 30, 2025, the Company excluded 10.0 million earnout shares and 1.3 million sponsor earnout shares subject to forfeiture from the diluted weighted-average share count because the applicable performance and/or market conditions had not been achieved.
13
4. SIGNIFICANT CUSTOMERS AND CREDIT CONCENTRATIONS
Customer Concentration
A majority of the Company’s revenues are attributable to sales of the Company’s products to distributors of electronic components. These distributors sell the Company’s products to a range of end users, including original equipment manufacturers and merchant power supply manufacturers.
The following customers represented 10% or more of the Company’s net revenues for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Customer | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Distributor A | % | * | % | * | ||||||||||||||||||||||
Distributor B | * | % | * | % | ||||||||||||||||||||||
Distributor C | % | * | % | * | ||||||||||||||||||||||
Distributor D | * | % | * | % | ||||||||||||||||||||||
Revenues by Geographic Area
Revenues for the three and nine months ended September 30, 2026 and 2025 were attributable to the following regions:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Region | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Hong Kong | % | % | % | % | ||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||
| Rest of Asia | ||||||||||||||||||||||||||
| China | ||||||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Total | % | % | % | % | ||||||||||||||||||||||
Concentration of Credit Risk
The following customers represented 10% or more of the Company’s accounts receivable (in thousands).
| Customer | September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||||
| Distributor A | $ | % | $ | % | ||||||||||||||||||||||
Distributor C | % | * | * | |||||||||||||||||||||||
Distributor E | % | % | ||||||||||||||||||||||||
| Distributor D | * | * | % | |||||||||||||||||||||||
| Distributor F | * | * | % | |||||||||||||||||||||||
* Customer revenues or accounts receivable represented less than 10% of total revenues or accounts receivable.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
5. BALANCE SHEET COMPONENTS
Accounts Receivable
Accounts receivable are non-interest-bearing and stated net of an allowance for expected lifetime credit losses, as detailed in our annual report on Form 10-K for the year ended December 31, 2025. Accounts receivable, net consist of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accounts receivable, gross | $ | $ | |||||||||
| Unbilled receivables | |||||||||||
| Allowance for credit losses | ( | ( | |||||||||
| Accounts receivable, net | $ | $ | |||||||||
Allowance for credit losses activity (in thousands):
| Allowance for Credit Losses | |||||
| Balance at December 31, 2024 | $ | ( | |||
| Provision for credit losses | ( | ||||
| Accounts written-off | |||||
| Balance at December 31, 2025 | $ | ( | |||
| Reversal of credit losses | |||||
| Balance at September 30, 2026 | $ | ( | |||
Inventories
Inventories consist of the following (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
Raw materials | $ | $ | |||||||||
Work-in-process | |||||||||||
Finished goods | |||||||||||
Total inventories | $ | $ | |||||||||
| Less: Inventories, noncurrent | ( | — | |||||||||
| Inventories, current | $ | $ | |||||||||
Inventories not expected to be sold or consumed within twelve months of the balance sheet date are classified as Inventories, noncurrent. As of September 30, 2026, Inventories, noncurrent consisted primarily of GaN wafers purchased as buffer inventory to support the transition of GaN wafer supply to a new foundry partner.
Property and Equipment, Net
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Property and equipment, net consist of the following (in thousands):
| September 30, 2026 | December 31, 2025 | Useful Life | |||||||||||||||
| Furniture and fixtures | $ | $ | |||||||||||||||
| Computers and other equipment | |||||||||||||||||
| Leasehold improvements | |||||||||||||||||
| Accumulated depreciation | $ | ( | ( | ||||||||||||||
| Total | $ | $ | |||||||||||||||
6. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The short-term nature of the Company’s cash and cash equivalents, accounts receivable and current liabilities causes each of their carrying values to approximate fair value for all periods presented.
The following table presents the Company’s fair value hierarchy for financial instruments (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||||||
| Recurring: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | ||||||||||||||||||||||||||||||||||||||
| Marketable equity securities | $ | — | $ | $ | — | $ | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | — | $ | $ | $ | — | $ | — | $ | |||||||||||||||||||||||||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
Earnout liability | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||||||||||
Total | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||||||||||
| Nonrecurring: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred equity investment | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||
| Total | $ | — | $ | — | $ | $ | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Marketable equity securities are measured at fair value using the quoted market price of Magnachip’s common stock. Because the shares were not yet registered for resale at September 30, 2026, they are classified within Level 2. The preferred equity investment was measured at fair value on a nonrecurring basis in connection with the impairment assessment and classified within Level 3.
During the third quarter of 2026, the Company identified impairment indicators related to a preferred equity investment, including the investee’s limited liquidity, continuing operating losses and cash outflows, dependence on additional financing and the failure of an anticipated financing transaction to close. The Company estimated the fair value of the investment using a probability-weighted scenario model under the income approach. Significant unobservable inputs included the probabilities assigned to potential liquidity and exit outcomes, estimated exit values, the timing of those outcomes, additional financing expected to rank senior to the Company’s investment, potential dilution and a discount rate. Based on this valuation, the Company estimated the fair value of the investment at $0.5 million and recognized a noncash impairment loss of $7.2 million in other income (expense), net during the three and nine months ended September 30, 2026.
See Note 15, “Related Party Transactions and Equity Investments,” for additional information.
7. GOODWILL AND INTANGIBLES
Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but is tested for impairment annually as of September 30, or more frequently if events or changes in circumstances indicate that goodwill may be impaired, by performing a qualitative assessment on the Company’s reporting unit.
As of the annual measurement date of September 30, 2026, the Company’s market capitalization remains above the carrying value of the Company’s assets. Based on its qualitative assessment, the Company determined that it is more likely than not that the fair value of its reporting unit is greater than its carrying amount, and no indicators of impairment are present as of September 30, 2026. There were no changes to goodwill during the three and nine months ended September 30, 2026.
The following table presents the Company’s finite-lived intangible asset balances by asset class (in thousands):
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| Intangible Asset | Cost | Accumulated Amortization | Net Book Value | Cost | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||||
| Developed Technology | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Patents | ( | ( | ||||||||||||||||||||||||||||||||||||
| Customer Relationships | ( | ( | ||||||||||||||||||||||||||||||||||||
| Non-Competition Agreements | ( | ( | ||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Total future amortization expense of intangible assets is estimated to be as follows (in thousands):
| Fiscal Year Ending December 31, | Total | ||||
| 2026 (remainder of fiscal 2026) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
8. RESTRUCTURING
On January 20, 2025, the Company announced a cost-reduction plan (“2025 Restructuring Plan”) aimed at further streamlining operations and enhancing its focus on AI data centers, EV, and mobile applications. The plan included a 19% reduction in workforce, with most associated costs related to severance and stock-based compensation. No restructuring-related liabilities under the 2025 Restructuring Plan remain as of September 30, 2026. The Company incurred no restructuring costs under this plan during the three months ended September 30, 2026 and $1.5 million during the nine months ended September 30, 2025.
During the fourth quarter of 2025, the Company announced the Navitas 2.0 Restructuring Plan (“Restructuring Plan”) to further streamline its organization and enhance operational efficiency in support of its long-term growth strategy across high-priority markets, AI data centers, energy and grid infrastructure, performance computing and industrial electrification. The plan primarily consists of a 19% targeted workforce reduction and organizational realignments, with associated costs largely related to employee severance and benefits, contract termination costs, and fixed asset impairments. These actions are intended to sharpen the Company’s focus on higher-value opportunities, strengthen its technology leadership, and improve financial discipline. As of September 30, 2026, the actions under the Restructuring Plan were substantially complete, with remaining costs expected to be recognized by the end of fiscal year 2026.
During the three months ended September 30, 2026, the Company recognized an additional noncash impairment charge of $2.9 million related to an epitaxial reactor associated with the Navitas 2.0 Restructuring Plan, reducing its carrying amount to zero. Restructuring expense for the three and nine months ended September 30, 2026 also includes a $0.3 million foreign currency remeasurement loss on the euro-denominated liability for the reactor. The impairment followed the cancellation of the planned equipment trade-in and management’s evaluation of updated market information, including indications of limited demand for production use and potential recovery through parts-only disposition. The charge is included in restructuring expense in the condensed consolidated statements of operations.
A summary of the balance sheet activity related to the Restructuring Plan is as follows (in thousands):
| Amounts accrued as of December 31, 2025 | Cost Incurred | Cash Payments | Non-Cash Adjustments | Amounts accrued as of September 30, 2026 | |||||||||||||||||||||||||
| Employee Severance and Benefits | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Contract Terminations | ( | ||||||||||||||||||||||||||||
| Fixed Asset Impairments | — | — | ( | ||||||||||||||||||||||||||
| Other | ( | ( | |||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
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NAVITAS SEMICONDUCTOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
9. LEASES
The Company has entered into operating leases primarily for corporate offices, sales offices, research and development facilities, and a finance lease for equipment.
Information related to the Company’s right-of-use assets and related operating and finance lease liabilities was as follows (in thousands):
| Nine Months Ended September 30, | |||||||||||
| Operating Leases | 2026 | 2025 | |||||||||
| Cash paid for operating lease liabilities | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
| Nine Months Ended September 30, | |||||||||||
| Finance Lease | 2026 | 2025 | |||||||||
Cash paid for principal portion of finance lease | $ | $ | |||||||||
Right-of-use assets obtained in exchange for new finance lease liabilities | $ | $ | |||||||||
| Operating Leases | Finance Lease | ||||||||||
Weighted-average remaining lease term in years | |||||||||||
Weighted-average discount rate | |||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
Finance lease amortization | $ | $ | $ | $ | |||||||||||||||||||
| Finance lease interest expense | $ | $ | $ | $ | |||||||||||||||||||
Maturities of operating and finance lease liabilities were as follows (in thousands):
| Fiscal Year Ending December 31, | Operating Leases | Finance Lease | |||||||||
| 2026 (remainder of fiscal 2026) | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| Thereafter | |||||||||||
| Less imputed interest | ( | ( | |||||||||
| Total lease liabilities | $ | $ | |||||||||
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
10. STOCK-BASED COMPENSATION
The following table summarizes the stock-based compensation expense recognized for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of goods sold | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | ( | ( | |||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Equity Incentive Plans
The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors on August 17, 2021 and adopted and approved by the Company’s stockholders on October 12, 2021. Under the terms of the 2021 Plan, the Company is authorized to issue, pursuant to awards granted under the 2021 Plan, (a) up to 16,334,527 shares of Common Stock; plus (b) up to 15,802,050 shares of Common Stock subject to awards under the Amended and Restated Navitas Semiconductor Limited 2020 Equity Incentive Plan (the “2020 Plan”) that are forfeited, expire or lapse after October 19, 2021; plus (c) an annual increase, effective as of the first day of each fiscal year up to and including January 1, 2031, equal to the lesser of (i) 4 % of the number of shares of Common Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the board of directors may determine. When the Company modifies stock-based awards, the modification may result in incremental compensation costs or a reversal of previously recorded accruals. Incremental compensation costs, or reductions in previously recognized costs, are measured in accordance with FASB Accounting Standards Codification (“ASC”) 718 and are recorded in the consolidated statements of operations over the remaining service period of the awards. As of September 30, 2026 the Company has 1,248,859 non-statutory stock options outstanding under the 2021 Plan and 88,635 stock options under the 2020 Plan.
Stock Options
Stock options granted under the Plans generally have a contractual term of ten years and vest over four years, with 25% vesting on the first anniversary of the vesting commencement date and the remaining 75% vesting quarterly thereafter. Compensation expense for service-based awards is recognized over the requisite service period. For awards with performance conditions, compensation expense is recognized when achievement of the applicable performance condition is considered probable. The fair value of stock options, including incentive stock options and non-statutory stock options, is estimated on the grant date using the Black-Scholes option pricing model.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
A summary of stock options outstanding, and activity during the three and nine months then ended, is presented below:
| Stock Options | Shares (In thousands) | Weighted- Average Exercise Price | Weighted-Average Remaining Contractual Term (In years) | ||||||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||||||||
Granted | — | ||||||||||||||||
Exercised | ( | — | |||||||||||||||
| Outstanding at March 31, 2026 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Exercised | ( | — | |||||||||||||||
| Forfeited or expired | ( | — | |||||||||||||||
| Outstanding at June 30, 2026 | $ | ||||||||||||||||
| Granted | — | ||||||||||||||||
| Exercised | — | ||||||||||||||||
| Forfeited or expired | — | ||||||||||||||||
| Outstanding at September 30, 2026 | $ | ||||||||||||||||
| Vested and Exercisable at September 30, 2026 | $ | ||||||||||||||||
Restricted Stock Units
The Company regularly grants restricted stock units (“RSUs”) to employees as a component of their compensation. A summary of RSUs outstanding as of September 30, 2026, and activity during the nine months then ended, is presented below:
| Restricted Stock Unit Awards | Shares (In thousands) | Weighted-Average Grant Date Fair Value Per Share | |||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding at March 31, 2026 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding at June 30, 2026 | $ | ||||||||||
Granted | |||||||||||
Vested | ( | ||||||||||
Forfeited | ( | ||||||||||
| Outstanding at September 30, 2026 | $ | ||||||||||
As of September 30, 2026, unrecognized compensation cost related to unvested RSU awards expected to be recognized totaled $49.5 million. The weighted-average period over which this remaining compensation cost is expected to be recognized is 2.8 years. As of September 30, 2026, unrecognized compensation cost related to unvested stock options totaled $7.7 million, which is expected to be recognized over a weighted-average period of 1.9 years.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities related to fiscal year 2026 (included in “Accrued compensation expenses” on the condensed consolidated balance sheets), by issuing a variable number of fully-vested restricted stock units to its employees in 2027. As of September 30, 2026, the Company accrued $5.6 million for its 2026 annual bonus, which is expected to be settled in the first quarter of 2027 through the issuance of shares. The actual number of shares will be based on the share price at the date of settlement.
2022 Employee Stock Purchase Plan
Under the Company’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), eligible employees are granted the right to purchase shares of common stock at the lower of 85 % of the fair value at the time of offering or 85 % of the fair value at the time of purchase, generally over a six-month period. For the three and nine months ended September 30, 2026, employees who elected to participate in the 2022 ESPP purchased 79,843 and 248,206 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $0.6 million and $1.4 million. The purchase prices were $4.71 and $7.62 in March 2026 and September 2026, respectively, representing a 15 297,674 and 698,105 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $0.7 million and $1.5 million. The purchase price was $2.07 and $2.24 , representing a 15 994,261 remaining authorized shares available for purchase. During the three and nine months ended September 30, 2026 the Company recognized $0.2 million and $0.6 million of stock-based compensation expense for the 2022 ESPP, respectively.
11. EARNOUT LIABILITY
Certain former stockholders of Legacy Navitas (as defined below) and certain other persons were entitled to receive an aggregate of up to 10.0 million "earnout shares" of the Company's Class A common stock upon the achievement of certain earnout milestones as specifically described in the Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), dated as of May 6, 2021, by and among the Company’s predecessor entity (then named Live Oak Acquisition Corp. II), Live Oak Merger Sub Inc. and Navitas Semiconductor Limited, including as domesticated in the State of Delaware as Navitas Semiconductor Ireland, LLC (“Legacy Navitas”). The earnout milestones represented three independent criteria, each of which entitled the eligible stockholders to up to approximately 3.3 million aggregate earnout shares upon achievement of the applicable milestone, respectively. For additional information regarding the earnout arrangement and the earnout milestones, see Note 11, "Earnout Liability," to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2025.
The earnout obligation was primarily liability-classified. The earnout liability was initially recognized at fair value at the closing of the series of related transactions pursuant to which the predecessor entity of the Company acquired all of the equity interests of Legacy Navitas (the “Business Combination”) in October 2021 and was remeasured at fair value at the end of each subsequent reporting period, with changes in fair value recorded in other income (expense), net, in the condensed consolidated statements of operations. A portion of the earnout shares associated with holders subject to continuing service requirements was equity-classified and accounted for as stock-based compensation (see Note 10, "Stock-based Compensation," to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2025).
All three earnout triggering events were achieved prior to the start of the quarter. The Company remeasured the earnout liability through each applicable trigger date and recognized the resulting changes in fair value in other income (expense), net. The change in fair value of the earnout liability was recorded as a loss of approximately $211.0 million for the nine months ended September 30, 2026. There was no change in fair value during the three months ended September 30, 2026.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The earnout obligations were settled primarily through the issuance of an aggregate of 9.8 million shares of Class A common stock across Triggering Event I, Triggering Event II, and Triggering Event III. As of June 30, 2026, all earnout obligations had been settled and no earnout liability remained outstanding.
| Nine Months Ended September 30, 2026 | |||||
| Earnout liability as of December 31, 2025 | $ | ||||
| Change in fair value of earnout liability | 210,981 | ||||
| Settlement of earnout liability | ( | ||||
| Earnout liability as of September 30, 2026 | $ | ||||
Sponsor Earnout Shares
As previously disclosed, on May 18, 2026, the Company entered into a Settlement, Release and Amendment Agreement with Live Oak Sponsor Partners II, LLC (“Live Oak Sponsor”) to resolve disputes related to the calculation and vesting of certain sponsor earnout shares issued under the Sponsor Letter Agreement entered into in 2021 in connection with the Business Combination.
Pursuant to the agreement, the Company released approximately 0.7 million sponsor earnout shares from vesting, forfeiture and transfer restrictions, approximately 0.4 million sponsor earnout shares were acknowledged as previously earned, and approximately 0.1 million sponsor earnout shares were forfeited by Live Oak Sponsor and cancelled. The sponsor earnout shares were issued at the time of the Business Combination and were subject to vesting restrictions based on certain triggering events described in the Sponsor Letter Agreement.
The sponsor earnout shares subject to the settlement were issued under the Sponsor Letter Agreement and are separate from the Business Combination earnout arrangement described above. The Company accounted for the sponsor earnout share settlement within stockholders’ equity, with no gain, loss, or other impact on the condensed consolidated statements of operations.
12. PROVISION FOR INCOME TAXES
The Company determined the income tax provision for interim periods using an estimate of the Company’s annual effective tax rate, adjusted for discrete items arising during the quarter. The Company’s effective tax rates for the three and nine months ended September 30, 2026 were 0.06 % and (0.04 )%, respectively. The Company’s effective tax rates for the three and nine months ended September 30, 2025 were 0.10 % and (0.13 )%, respectively. In each quarter, the Company updates its estimated annual effective tax rate, and if the estimated annual effective tax rate changes, a cumulative adjustment is recorded in that quarter. The Company's quarterly income tax provision and quarterly estimate of the annual effective tax rate are subject to volatility due to several factors, including the Company’s ability to accurately predict the proportion of the Company’s loss before provision for income taxes in multiple jurisdictions, the tax effects of the Company’s stock-based compensation, and the effects of its foreign entities.
The Company had no no
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
13. SEGMENT INFORMATION
As of September 30, 2026, the Company operates in a single operating and reportable segment. The Company’s chief operating decision maker is the Chief Executive Officer. The chief operating decision maker assesses performance for the single segment and decides how to allocate resources based on the factors set forth below. The following table sets forth the Company’s net revenue, cost of revenue (exclusive of amortization of intangibles), total operating expenses (inclusive of amortization of intangibles), other income (expense), income tax provision, equity method investment gain (loss), and net loss by its single operating and reportable segment:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net revenue | $ | 13,991 | $ | 10,112 | $ | 33,118 | $ | 38,620 | |||||||||||||||
Cost of revenue (exclusive of amortization of intangibles) | 8,486 | 6,281 | 20,299 | 27,154 | |||||||||||||||||||
| Total operating expenses (inclusive of amortization of intangibles) | 39,883 | 23,245 | 102,154 | 77,837 | |||||||||||||||||||
| Other income (expense) | (2,751) | 483 | (209,659) | (17,829) | |||||||||||||||||||
| Income tax provision (benefit) | (21) | (19) | 117 | 111 | |||||||||||||||||||
| Equity method investment gain (loss) | — | (322) | — | (827) | |||||||||||||||||||
| Net loss | $ | (37,108) | $ | (19,234) | $ | (299,111) | $ | (85,138) | |||||||||||||||
14. COMMITMENTS AND CONTINGENCIES
Purchase Obligations
As of September 30, 2026, the Company had non-cancellable contractual agreements that were due beyond one year related to the Company’s lease obligations, see Note 9 - “Leases”.
In December 2024, the Company entered into an agreement with a vendor for the purchase of equipment wherein the Company will make quarterly installment payments of $0.9 million during 2026. As of September 30, 2026 and December 31, 2025, $0.9 million and $3.2 million were recorded within accounts payable and other accrued expenses, respectively.
Legal Proceedings and Contingencies
From time to time, the Company may become involved in lawsuits, or end customers, distributors, suppliers or other third parties may make claims against the Company. The Company records a provision when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Except as described below, the Company is not currently subject to any pending actions or regulatory proceedings that either individually or in the aggregate are expected to have a material impact on its condensed consolidated financial statements.
On or about July 7, 2026, Wolfspeed filed a patent infringement lawsuit in the United States District Court for the District of Delaware against the Company and several of its affiliates. The lawsuit alleges that certain Navitas GaN and SiC products infringe multiple Wolfspeed patents, including U.S. Patent Nos. 8,169,005, 10,998,418, 10,886,396, 10,749,443, and 11,888,392 and seeks monetary damages, injunctive relief and other relief. The products against which Wolfspeed is asserting one or more of its patents include the Company’s GaNFast® products (e.g., models NV6115 and NV6512C), GaNSlim™ products, GaNSafe® products, and GaN field-effect transistor (“FET”) products, as well as its GeneSiC™ Metal Oxide Semiconductor Field Effect Transistor (“MOSFET”) products and SiCPAK™ Module products. The Company will vigorously defend itself against this lawsuit, but patent litigation is costly and outcomes are uncertain. An adverse result could have a material adverse effect on the Company’s business and even if the Company prevails in the litigation, doing so may be costly and time consuming and may divert management’s attention from its business. The
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NAVITAS SEMICONDUCTOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Company has not recorded a liability for this matter. Given the preliminary stage of the proceeding, the Company is unable to estimate the reasonably possible loss or range of loss, if any.
On or about July 22, 2026, Renesas Electronics Corporation and Renesas Electronics America Inc. (together, “Renesas”) filed a lawsuit against the Company and two of the Company’s employees who are former employees of Renesas, including the Company’s chief executive officer, alleging misappropriation of trade secrets, breach of contract and other claims. The litigation was filed in the United States District Court for the Northern District of California. On or about September 23, 2026, Renesas filed an amended complaint that added a third employee who is a former employee of Renesas as a defendant and asserted additional similar claims. The Company is evaluating this complaint and intends to vigorously defend itself against these allegations, but a negative result could have a material adverse impact on the Company’s business. The Company has not recorded a liability for this matter. Given the preliminary stage of the proceeding, the Company is unable to estimate reasonably the possible loss or range of loss, if any.
15. RELATED PARTY TRANSACTIONS AND EQUITY INVESTMENTS
Equity Investments
During 2022, 2023 and 2024, the Company invested an aggregate of $5.0 million in preferred interests of an entity under common control with the Company’s joint venture partner. In October 2024, the Company began accounting for this investment under the equity method in accordance with FASB ASC 323 and recorded the Company’s share of losses of approximately $0.3 million and $0.8 million during the three and nine months ended September 30, 2025, respectively, which were included in “Equity method investment gain (loss)” in the condensed consolidated statements of operations. Effective January 1, 2026, the Company determined this investee is no longer a related party and it no longer had significant influence over the investee due to the loss of board representation and, accordingly, discontinued application of the equity method and now accounts for the investment under FASB ASC 321, Investments—Equity Securities at cost, less impairment, adjusted for observable price changes. During the three and nine months ended September 30, 2026, the Company recognized an impairment loss of $7.2 million included in other income (expense), net, reducing its carrying amount to its estimated fair value of $0.5 million (a nonrecurring Level 3 measurement; see Note 6). No upward or downward adjustments resulting from observable price changes were recognized during the three and nine months ended September 30, 2026. During the nine months ended September 30, 2026 the Company invested $1.4 million in preferred equity interests of AlpSemi SAS (“AlpSemi”) and $5.0 million in common stock of Magnachip Semiconductor Corporation (“Magnachip”). The preferred equity investments are accounted for under FASB ASC 321, using the measurement alternative, while the Magnachip investment is measured at fair value through earnings. As of September 30, 2026, the aggregate carrying value of the Company’s equity investments was $7.5 million, comprising $2.0 million measured using the measurement alternative and $5.5 million of Magnachip common stock measured at fair value through earnings. These investments are included in Other assets in the condensed consolidated balance sheets.
Strategic Partnership and Share Purchase Agreement with Magnachip
On or about July 23, 2026, the Company announced that it had entered into a strategic partnership with Magnachip to license the Company's GeneSiC™ Trench-Assisted Planar™ ("TAP") technology to enter the high-voltage and ultra-high-voltage SiC markets. The agreement also contemplates making the Company's SiC supply chain and materials ecosystem available to Magnachip and porting, qualifying and internalizing this technology at Magnachip's fab in South Korea in the future on commercial terms to be finalized. The financial aspect of this transaction is not readily determinable as of the date hereof, but exceeds $120,000.
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NAVITAS SEMICONDUCTOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
On September 18, 2026, the Company entered into a share purchase agreement with Magnachip under which it purchased 1,461,988 shares of Magnachip common stock for $5.0 million. The investment is measured at fair value through earnings and is included in noncurrent other assets. At September 30, 2026, its fair value was $5.5 million. During the three and nine months ended September 30, 2026, the Company recognized a net unrealized gain of $0.5 million in other income (expense), net, attributable to the investment held at period end. The shares were subject to resale restrictions as of September 30, 2026. The registration statement covering their resale became effective on October 13, 2026. See Note 6, “Fair Value of Financial Assets and Liabilities.”
These transactions are related party transactions because the Company's director, Mr. Cristiano Amoruso, is also a member of Magnachip's board of directors and has an indirect financial interest in both companies. Mr. Amoruso was not involved in the negotiation of these transactions, and the Company's audit committee has reviewed and approved these transactions, with Mr. Amoruso abstaining.
16. SUBSEQUENT EVENTS
Acquisition of Claros, Inc.
On October 6, 2026 , the Company acquired all of the outstanding equity interests of Claros, Inc. (“Claros”), a developer of power management solutions for artificial intelligence data-center applications , pursuant to an Agreement and Plan of Merger dated August 24, 2026. The acquisition is expected to expand the Company’s power semiconductor product portfolio and capabilities for artificial intelligence infrastructure .
Consideration transferred consisted of approximately $126 million in cash, net of approximately $9.4 million of cash acquired, subject to customary post-closing adjustments, and 6,912,669 shares of Class A common stock with an acquisition-date fair value of approximately $82.7 million, based on the closing price of $11.97 per share on October 6, 2026. The merger agreement fixed the number of shares at signing. At the closing price of $12.97 per share on August 21, 2026, the last trading day before signing, those shares had a value of approximately $89.7 million. The difference reflects the change in the Company's share price between signing and the acquisition date. Consideration transferred also included contingent consideration of up to 1,289,869 additional shares of Class A common stock, the acquisition-date fair value of which has not yet been determined and which are payable to eligible former Claros security holders upon achievement of specified business milestones during the period from closing through the day immediately preceding the second anniversary of closing.
During the three and nine months ended September 30, 2026, the Company incurred acquisition-related costs of approximately $2.1 million in each period, which are included in selling, general and administrative expenses.
Given the limited time between the acquisition date and the issuance of these condensed consolidated financial statements, the Company has not completed the valuation and other analyses necessary to finalize the initial accounting for the business combination. The Company is determining the acquisition-date fair values of the contingent consideration, the portion of the replacement awards attributable to pre-combination service, and the identifiable assets acquired and liabilities assumed. Accordingly, the Company cannot yet disclose the total acquisition-date fair value of consideration transferred, the amounts recognized for each major class of assets acquired and liabilities assumed, or goodwill, or the supplemental pro forma information.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us,” or “our” refer to the business of Navitas and its subsidiaries. Throughout this section, unless otherwise noted, “Navitas” refers to Navitas Semiconductor Corporation and its consolidated subsidiaries.
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 quarterly 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.
Our business is subject to certain risks that could materially and adversely affect our business, financial condition, results of operations, or the value of our securities. These and other risk factors are discussed in the Risk Factors section beginning on p. 13 of our annual report on Form 10-K for the year ended December 31, 2025, as updated in the Risk Factors section in this quarterly report on Form 10-Q, and in other documents we file. If any of these risks materialize or if our assumptions underlying forward-looking statements prove to be incorrect, actual results could differ materially from the results implied by these forward-looking statements.
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. 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. 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, Philippines, China, Taiwan, and South Korea, with principal executive offices in Torrance, California.
Navitas 2.0 Restructuring Plan
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 September 30, 2026, the actions under the Restructuring Plan were substantially complete, with remaining costs expected to be recognized by the end of fiscal year 2026.
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On October 6, 2026, we acquired Claros, Inc., a power management solutions company developing integrated voltage regulator (IVR) technology for next-generation AI data centers, providing the last step to powering the xPU. Navitas 2.0 now brings together GaN, high-voltage and ultra-high-voltage SiC, and now IVR technologies to break the power wall and address power conversion across the complete grid-to-xPU architecture.
Results of Operations
The tables and discussion below present our results for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, | Change $ | Change % | |||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
Net revenues | $ | 13,991 | $ | 10,112 | $ | 3,879 | 38 | % | |||||||||||||||||||||
Cost of revenues (exclusive of amortization of intangible assets included below) | 8,486 | 6,281 | 2,205 | 35 | % | ||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||
Research and development | 15,090 | 13,280 | 1,810 | 14 | % | ||||||||||||||||||||||||
Selling, general and administrative | 18,390 | 5,230 | 13,160 | 252 | % | ||||||||||||||||||||||||
| Amortization of intangible assets | 3,203 | 4,735 | (1,532) | (32) | % | ||||||||||||||||||||||||
| Restructuring expense | 3,200 | — | 3,200 | — | % | ||||||||||||||||||||||||
Total operating expenses | 39,883 | 23,245 | 16,638 | 72 | % | ||||||||||||||||||||||||
Loss from operations | $ | (34,378) | $ | (19,414) | $ | (14,964) | 77 | % | |||||||||||||||||||||
| Nine Months Ended September 30, | Change $ | Change % | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Net revenues | $ | 33,118 | $ | 38,620 | $ | (5,502) | (14) | % | ||||||||||||||||||
| Cost of revenues (exclusive of amortization of intangible assets included below) | 20,299 | 27,154 | (6,855) | (25) | % | |||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Research and development | 42,809 | 37,444 | 5,365 | 14 | % | |||||||||||||||||||||
| Selling, general and administrative | 42,680 | 24,721 | 17,959 | 73 | % | |||||||||||||||||||||
| Amortization of intangible assets | 12,671 | 14,203 | (1,532) | (11) | % | |||||||||||||||||||||
| Restructuring expense | 3,994 | 1,469 | 2,525 | 172 | % | |||||||||||||||||||||
| Total operating expenses | 102,154 | 77,837 | 24,317 | 31 | % | |||||||||||||||||||||
| Loss from operations | $ | (89,335) | $ | (66,371) | $ | (22,964) | 35 | % | ||||||||||||||||||
Revenue
We design, develop and manufacture GaN FETs, GaN ICs, SiC MOSFETs and modules, and Schottky diodes that deliver best-in-class performance, ruggedness, and quality. Our revenue represents the sale of semiconductors through specialized distributors to original equipment manufacturers, their suppliers, and other end customers. We consider the domicile of our end customers, rather than the distributors we sell to directly, to be the basis of attributing revenues from external customers to individual countries. Revenues for the three and nine months ended September 30, 2026 and 2025 (in thousands) were attributable to end customers in the following countries:
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| Three Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||
| Country | 2026 | 2025 | |||||||||||||||||||||
| China | $ | 4,063 | 29 | % | $ | 5,258 | 52 | % | |||||||||||||||
| United States | 7,383 | 53 | 2,124 | 21 | |||||||||||||||||||
| Asia excluding China | 1,108 | 8 | 1,011 | 10 | |||||||||||||||||||
| Europe | 1,437 | 10 | 1,719 | 17 | |||||||||||||||||||
| Total | $ | 13,991 | 100 | % | $ | 10,112 | 100 | % | |||||||||||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Country | 2026 | 2025 | |||||||||||||||||||||
| China | $ | 10,809 | 33 | % | $ | 20,082 | 52 | % | |||||||||||||||
| United States | 14,915 | 45 | 9,269 | 24 | |||||||||||||||||||
| Asia excluding China | 3,649 | 11 | 4,248 | 11 | |||||||||||||||||||
| Europe | 3,745 | 11 | 5,021 | 13 | |||||||||||||||||||
| Total | $ | 33,118 | 100 | % | $ | 38,620 | 100 | % | |||||||||||||||
The increase in sales of $3.9 million, or 38%, for the three months ended September 30, 2026, was primarily due to growth in U.S. data center related revenue. For the nine months ended September 30, 2026, there was a decrease of $5.5 million, or 14%, primarily due to a decline in sales of mobile products in the Asia region, primarily China, and consumer markets, partially offset by an increase in U.S. data center related revenue.
Cost of Revenues
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
$ in thousands | 2026 | 2025 | 2026 | 2025 | % Change | |||||||||||||||||||||||||||
Cost of revenues (exclusive of amortization of intangible assets) | 8,486 | 6,281 | 20,299 | 27,154 | (25) | % | ||||||||||||||||||||||||||
| Percentage of revenue | 61 | % | 62 | % | 61 | % | 70 | % | ||||||||||||||||||||||||
For the three and nine months ended September 30, 2026, cost of revenues increased by $2.2 million, or 35% and decreased $6.9 million, or 25%, respectively. The increase for the three-month period was primarily driven by higher sales. The decrease for the nine-month period was primarily driven by lower sales and a favorable year-over-year change in inventory reserves, partially offset by a shift in sales mix toward high-power products.
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Research and Development Expense
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
$ in thousands | 2026 | 2025 | 2026 | 2025 | % Change | |||||||||||||||||||||||||||
| Research and development | 15,090 | 13,280 | 42,809 | 37,444 | 14 | % | ||||||||||||||||||||||||||
Percentage of revenue | 108 | % | 131 | % | 129 | % | 97 | % | ||||||||||||||||||||||||
Research and development expense increased $1.8 million, or 14%, for the three months ended September 30, 2026 compared to the same period in 2025. The increase was primarily due to higher wafer, mask and other foundry costs for new product development, higher personnel costs, and non-recurring engineering costs under our joint development agreement with AlpSemi. These increases were partially offset by lower usage of engineering inventory and a decrease in stock-based compensation.
Research and development expense increased $5.4 million, or 14%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to higher stock-based compensation and higher wafer, mask and other foundry costs for new product development. These increases were partially offset by lower usage of engineering inventory, the advanced research and development non-recurring engineering impairment recognized in the 2025 period, and lower headcount-related costs resulting from our reductions in force.
Selling, General and Administrative Expense
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
$ in thousands | 2026 | 2025 | 2026 | 2025 | % Change | |||||||||||||||||||||||||||
Selling, general and administrative | 18,390 | 5,230 | 42,680 | 24,721 | 73 | % | ||||||||||||||||||||||||||
| Percentage of revenue | 131 | % | 52 | % | 129 | % | 64 | % | ||||||||||||||||||||||||
For the three and nine months ended September 30, 2026, the increase of $13.2 million, or 252%, and $18.0 million, or 73%, respectively, was primarily driven by increases in stock-based compensation, including the impact of prior-year reversals associated with forfeited awards of departing executives and stock-based compensation for our 2026 annual bonus, which we expect to settle in shares, and for equity awards granted in 2026 to our executive officers, as well as higher legal and professional fees and acquisition-related costs, partially offset by lower sales commissions and bad debt expense.
Amortization of Intangible Assets
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
$ in thousands | 2026 | 2025 | 2026 | 2025 | % Change | |||||||||||||||||||||||||||
| Amortization of intangible assets | 3,203 | 4,735 | 12,671 | 14,203 | (11) | % | ||||||||||||||||||||||||||
| Percentage of revenue | 23 | % | 47 | % | 38 | % | 37 | % | ||||||||||||||||||||||||
For the three and nine months ended September 30, 2026, amortization of intangible assets decreased compared to the corresponding prior periods, primarily because certain developed technology intangible assets became fully amortized during the third quarter.
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Restructuring Expense
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| $ in thousands | 2026 | 2025 | 2026 | 2025 | % Change | |||||||||||||||||||||||||||
| Restructuring expense | 3,200 | — | 3,994 | 1,469 | 172 | % | ||||||||||||||||||||||||||
| Percentage of revenue | 23 | % | — | % | 12 | % | 4 | % | ||||||||||||||||||||||||
Restructuring expense increased $3.2 million for the three months ended September 30, 2026 and increased $2.5 million, or 172%, for the nine months ended September 30, 2026, primarily due to an additional noncash impairment charge of $2.9 million related to an epitaxial reactor under the Navitas 2.0 Restructuring Plan.
Other Income (Expense), net
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
$ in thousands | 2026 | 2025 | 2026 | 2025 | % Change | |||||||||||||||||||||||||||
Other income (expense), net | (2,751) | 483 | (209,659) | (17,829) | n/m | |||||||||||||||||||||||||||
| Percentage of revenue | (20) | % | 5 | % | (633) | % | (46) | % | ||||||||||||||||||||||||
The decrease in other income (expense), net of approximately $3.2 million and $191.8 million for the three and nine months ended September 30, 2026, respectively, primarily reflects a $7.2 million impairment loss on an equity investment and, for the nine-month period, earnout remeasurement losses of $211.0 million compared to $20.7 million in the corresponding 2025 period, partially offset by higher interest and dividend income.
Income Tax Provision
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
$ in thousands | 2026 | 2025 | 2026 | 2025 | % Change | |||||||||||||||||||||||||||
| Income tax provision (benefit) | (21) | (19) | 117 | 111 | 5 | % | ||||||||||||||||||||||||||
| Percentage of revenue | (0.2) | % | (0.2) | % | 0.4 | % | 0.3 | % | ||||||||||||||||||||||||
Income tax provision was flat primarily due to our large loss from operations. 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
In the first quarter of 2026, the Company discontinued application of the equity method of accounting following the loss of significant influence. No further equity method investment losses were recognized during the three and nine months ended September 30, 2026.
Liquidity and Capital Resources
Our primary use of cash is to fund operating expenses, working capital requirements, research and development, and capital expenditures. In addition, we use cash for strategic investments and acquisitions.
We expect to continue to incur net operating losses and negative cash flows from operations, and we expect our research and development expenses, general and administrative expenses, and capital expenditures will increase for the foreseeable future.
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On October 6, 2026, we completed the acquisition of Claros. In connection with the acquisition, we paid approximately $126 million in cash, net of approximately $9.4 million of cash acquired, subject to customary post-closing adjustments, and issued approximately 6.9 million shares of our Class A common stock. The cash consideration was funded with cash on hand.
We currently expect to fund our cash requirements through the use of cash and cash equivalents on hand. We believe that our current levels of cash and cash equivalents, even after giving effect to the Claros acquisition, are sufficient to finance our operations, working capital requirements, and capital expenditures for the foreseeable future.
Cash Flows
The following table summarizes our consolidated cash flows for the nine months ended September 30, 2026 and 2025 (in thousands):
| Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
| 2026 | 2025 | ||||||||||
Consolidated Statements of Cash Flow Data: | |||||||||||
Net cash used in operating activities | $ | (66,905) | $ | (34,783) | |||||||
Net cash used in investing activities | (7,781) | (1,384) | |||||||||
Net cash provided by financing activities | 367,926 | 99,148 | |||||||||
| Net increase in cash, cash equivalents and restricted cash | $ | 293,240 | $ | 62,981 | |||||||
| September 30, 2026 | December 31, 2025 | $ Change | % Change | |||||||||||||||||
Cash, cash equivalents and restricted cash | $ | 531,842 | $ | 238,602 | $ | 293,240 | 123 | % | ||||||||||||
We derive liquidity primarily from cash on hand and equity financing activities. The changes in our cash flows for the nine months ended September 30, 2026, compared to the same period in 2025, were primarily driven by the following:
Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2026 was $66.9 million compared to $34.8 million for the nine months ended September 30, 2025. The increase was primarily attributable to changes in working capital, which used $32.7 million of cash during the nine months ended September 30, 2026, compared to providing $3.3 million of cash during the nine months ended September 30, 2025. The working capital outflow in 2026 primarily reflected a $19.1 million increase in inventories, a $12.1 million increase in prepaid expenses and other current assets, primarily related to wafer supply prepayments to a foundry partner, and payments of restructuring liabilities accrued as of December 31, 2025. Our net loss of $299.1 million for the nine months ended September 30, 2026 included non-cash expenses, primarily consisting of a $211.0 million loss from the change in fair value of the earnout liability, $27.8 million of stock-based compensation expense and $12.7 million of amortization of intangible assets.
Investing Activities
Net cash used in investing activities increased during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to the $5.0 million purchase of Magnachip common stock and investments in preferred shares.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2026 increased $268.8 million, primarily driven by $373.1 million of net proceeds from our at-the-market offerings (compared to $96.8 million of net proceeds in 2025), partially offset by the $3.8 million cash settlement of earnout shares, $2.6 million of payments on our equipment financing obligation, and lower proceeds from stock option exercises.
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Contractual Obligations, Commitments and Contingencies
In the ordinary course of business, we enter into contractual arrangements that may require future cash payments. As of September 30, 2026, our material cash requirements consisted primarily of lease obligations, milestone-based payments through April 2028 under our joint development agreement with AlpSemi, which may be terminated upon 90 days’ notice, and a final equipment installment of approximately $0.9 million, including applicable taxes, due in December 2026. Refer to Note 9 - “Leases” for further information on our minimum future payments related to lease obligations.
Off-Balance Sheet Commitments and Arrangements
As of September 30, 2026, we did not have any off-balance sheet arrangements as defined under SEC rules.
Critical Accounting Policies and Estimates
The preparation of our financial statements and related disclosures in accordance with U.S. GAAP requires our management to make judgments, assumptions and estimates that affect the amounts reported in our accompanying condensed consolidated financial statements and the accompanying notes included elsewhere in this quarterly 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. Actual results may differ from these estimates under different assumptions or conditions.
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 condensed 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.
As 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 annual report on Form 10-K for the year ended December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Conditions
Adverse changes in the global economy may continue to negatively impact demand for our products. This includes shifts in vendor inventory levels and altered customer ordering behaviors, such as unexpected cancellations.
Commodity Risk
We are exposed to price fluctuations for commodity raw materials used in our end products. Suppliers often pass these cost increases to us through price hikes or surcharges. While we primarily rely on purchase orders rather than long-term contracts, we actively mitigate this risk by securing firm pricing aligned with our planned production volumes.
Foreign Exchange and Interest Rate Risk
We are exposed to market risks from fluctuations in foreign currency exchange rates and interest rates, which may adversely impact our financial position. We regularly assess these risks and utilize established policies to protect against potential adverse financial effects.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the supervision and involvement of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time we may be involved in various disputes and litigation matters that arise in the ordinary course of business, including material litigation with Wolfspeed and Renesas. For information regarding our material litigation matters, see Note 14 - “Commitments and Contingencies” to our Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.
Item 1A. Risk Factors.
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.
We may experience difficulties integrating Claros, Inc. (“Claros”) and other future acquired businesses into our existing operations, and we may not realize the anticipated benefits of our acquisitions, which could adversely affect our business, financial condition and results of operations.
On October 6, 2026, we closed our acquisition of Claros. The successful integration of acquired businesses including Claros may involve significant challenges, such as integrating personnel, operations, technologies, products, information technology systems, financial reporting processes, internal controls, and sales and distribution channels. We may also face challenges retaining customers, suppliers and strategic partners or meeting revenue and other operational milestones. These challenges may be particularly significant in cases where an acquired business operates in different geographic markets, utilizes different manufacturing processes or supply chain arrangements, or serves different customers or end markets. For example, Claros' integrated voltage regulator business represents a new market and technology for us and we may have difficulty integrating it into our overall operations. The integration process may be complex, costly and time-consuming and could result in unanticipated expenses, operational disruptions, delays in product development or commercialization, difficulties coordinating manufacturing and supply chain activities, the loss of key employees, customers or strategic partners, or the diversion of management’s attention from our existing business. In addition, we may discover liabilities, contractual obligations, operational deficiencies or other issues that were not identified or fully evaluated prior to completing such acquisition.
We cannot assure you that we will successfully integrate Claros or any other future acquired business within our anticipated timeframe or budget, or that we will achieve the expected operational efficiencies, revenue growth, cost savings, milestones or other strategic benefits of an acquisition. We may also incur restructuring charges, integration expenses, impairment charges or other costs that adversely affect our financial performance. Any failure to successfully integrate Claros or any other acquired business, or any delay or unexpected difficulty in doing so, could disrupt our operations, impair our ability to execute our business strategy and have a material adverse effect on our business, financial condition and results of operations.
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
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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 and Renesas Electronics America Inc. (together, "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. On or about September 23, 2026,
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Renesas filed an amended complaint that added a third employee who is a former employee of Renesas as a defendant and asserted additional claims. 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
| EXHIBIT INDEX | ||||||||||||||
| Exhibit | Description | |||||||||||||
| 2.1+ | Agreement and Plan of Merger, dated August 24, 2026, by and among Navitas Semiconductor Corporation, Claros, Inc., Compass Merger Sub 1 Inc., Compass Merger Sub 2 LLC, and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 of our current report on Form 8-K, filed with the SEC on August 25, 2026). | |||||||||||||
| 3.1 | Second Amended and Restated Certificate of Incorporation of Navitas Semiconductor Corporation (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K, filed with the SEC on October 25, 2021). | |||||||||||||
| 3.2 | Amended and Restated Bylaws of Navitas Semiconductor Corporation (incorporated by reference to Exhibit 3.1 of our current report on Form 8-K, filed with the SEC on April 10, 2025). | |||||||||||||
| 10.1 | Share Purchase Agreement, dated September 18, 2026, by and between Magnachip Semiconductor Corporation and Navitas Semiconductor Corporation (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K, filed with the SEC on September 21, 2026). | |||||||||||||
| 10.2† | Claros, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of our registration statement on Form S-8 (File No. 333-299329), filed with the SEC on October 6, 2026). | |||||||||||||
| 10.3† | Amendment to Claros, Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 of our registration statement on Form S-8 (File No. 333-299329), filed with the SEC on October 6, 2026). | |||||||||||||
| 10.4† | Form of Claros, Inc. Stock Option Agreement (incorporated by reference to Exhibit 99.3 of our registration statement on Form S-8 (File No. 333-299329), filed with the SEC on October 6, 2026). | |||||||||||||
| 10.5†* | Form of Notice of Grant of Restricted Stock and Restricted Stock Agreement under the Navitas Semiconductor Corporation 2021 Equity Incentive Plan for former Claros, Inc. employees | |||||||||||||
| 10.6†*+ | Form of Performance Share Award Grant Notice and Performance Shares Agreement under the Navitas Semiconductor Corporation 2021 Equity Incentive Plan for former Claros, Inc. employees | |||||||||||||
| 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act | |||||||||||||
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act | |||||||||||||
| 32.1** | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. § 1350 | |||||||||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||
104 | Cover Page Interactive Data file (formatted as inline XBRL and contained in Exhibit 101) | |||||||||||||
+ The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon request; provided, that the Company may request confidential treatment for any exhibits or schedules so furnished
* Filed herewith
** Furnished herewith
† Management contract or compensatory arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NAVITAS SEMICONDUCTOR CORPORATION | ||||||||
| By: | /s/ Chris Allexandre | |||||||
Chris Allexandre | ||||||||
President and Chief Executive Officer | ||||||||
| (principal executive officer) | ||||||||
| Date: | November 3, 2026 | |||||||
| NAVITAS SEMICONDUCTOR CORPORATION | ||||||||
| By: | /s/ Tonya Stevens | |||||||
Tonya Stevens | ||||||||
Chief Financial Officer | ||||||||
| (principal financial and accounting officer) | ||||||||
| Date: | November 3, 2026 | |||||||
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