Navitas (NASDAQ: NVTS) issues 3,283,844 earn-out shares under merger deal
Rhea-AI Filing Summary
Navitas Semiconductor Corporation issued 3,283,844 shares of Class A common stock on June 4, 2026 to satisfy contingent obligations from its prior Business Combination Agreement. This included 3,277,438 shares for Triggering Event II and 6,406 shares to certain employees related to Triggering Events I and II.
In total, 6,561,282 shares have now been issued under the agreement. Former Legacy Navitas stockholders and other specified persons may receive up to 10,000,000 shares in total if the company’s stock price meets defined targets before October 19, 2026.
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Insights
Navitas issues contingent merger shares tied to stock-price milestones.
Navitas has issued 3,283,844 Class A shares to satisfy earn-out style obligations from its Business Combination Agreement with Legacy Navitas. These shares relate to Triggering Event I and Triggering Event II, which are conditions defined in that merger contract.
The company reports that 6,561,282 shares have now been issued under the agreement, while former Legacy Navitas holders and others can receive up to 10,000,000 shares if stock-price targets are reached by October 19, 2026. This structure means actual dilution depends on whether those price milestones are achieved.
Investors can use the 10,000,000-share maximum and the remaining potential versus 6,561,282 shares already issued to understand how much additional equity could be created under these contingent rights if the specified price conditions are met.
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement financial
Triggering Event I financial
Triggering Event II financial
contingent right financial
Class A common stock financial
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| Item 8.01. | Other Events. |
On June 4, 2026, Navitas Semiconductor Corporation (the “Company”) issued an aggregate of 3,283,844 shares of the Company’s Class A common stock, par value of $0.0001 per share (the “Class A common stock”), comprised of (a) 3,277,438 shares issued in satisfaction of its obligations with respect to Triggering Event II and (b) 6,406 shares issued to certain employees of the Company (net of tax withholding) in satisfaction of its obligations with respect to Triggering Event I and Triggering Event II (each of “Triggering Event I” and “Triggering Event II” as defined in that certain 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”)). As of the date hereof, an aggregate of 6,561,282 shares of Class A common stock have been issued by the Company pursuant to its obligations under the Business Combination Agreement, and all of the required issuances under Triggering Event I and Triggering Event II have been effected.
Pursuant to the Business Combination Agreement, the former stockholders of Legacy Navitas and certain persons set forth in the Business Combination Agreement have the contingent right to receive up to a total of 10,000,000 shares of Class A common stock from the Company if the Company’s stock price achieves certain price targets before October 19, 2026.
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 hereunto duly authorized.
| NAVITAS SEMICONDUCTOR CORPORATION | ||
| Dated: June 4, 2026 | ||
| By: | /s/ Chris Allexandre | |
| Chris Allexandre | ||
| President and Chief Executive Officer | ||