Navitas Semiconductor (NVTS) sees 2030 AI power market doubling with Claros
Rhea-AI Filing Summary
Navitas Semiconductor Corp (NVTS) agreed to acquire Claros, Inc. in a two-step merger structure, with Claros first merging into a Navitas subsidiary and then into a Navitas LLC subsidiary. The estimated aggregate purchase price is about $232.8 million, based on a Navitas share price of $12.97 on August 21, 2026.
At closing, Navitas expects to pay approximately $126.4 million in cash and approximately $89.7 million in Class A common stock, or about 6.9 million shares, with an additional $16.7 million Earnout payable in up to about 1.28 million shares upon achieving specified business milestones within two years after closing. Navitas will also grant Claros employees performance stock units valued at about $28.9 million, vesting on similar milestones and settled in stock. Navitas plans to file a Form S-4 to register the shares issued in the transaction. The deal, unanimously approved by both boards, is subject to customary conditions including Hart‑Scott‑Rodino clearance and is expected, but not assured, to close before December 31, 2026.
Positive
- Acquisition expands AI power portfolio and market opportunity: Navitas expects the Claros deal to extend its grid-to-xPU AI power offering, more than double its identified 2030 SAM to over $8 billion (including $3.5 billion from VPD/IVR), and strengthen its mid- to long-term financial model through revenue acceleration and margin expansion.
Negative
- None.
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8-K Event Classification
Key Figures
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Earnout financial
performance stock units financial
Hart Scott Rodino Act of 1976 regulatory
serviceable addressable market (SAM) financial
vertical power delivery (VPD) technical
integrated voltage regulator (IVR) technical
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 24, 2026, Navitas Semiconductor Corporation (“Navitas” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Claros, Inc., a Delaware corporation (“Claros”), Compass Merger Sub 1 Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub 1”), Compass Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub 2”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the securityholders of Claros (the “Securityholders’ Representative”). The Company, Claros, Merger Sub 1, Merger Sub 2 and Securityholders’ Representative are each referred to herein as a “Party” and, collectively, as the “Parties.” Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, the parties intend that (i) Merger Sub 1 will be merged with and into Claros, with Claros being the surviving corporation in such merger (the “First Merger”), and (ii) immediately following the consummation of the First Merger, Claros will be merged with and into Merger Sub 2, with Merger Sub 2 being the surviving limited liability company in such merger (such second-step merger, the “Second Merger,” and together with the First Merger, collectively, the “Mergers” and each a “Merger”).
The aggregate purchase price pursuant to the Merger Agreement is estimated to be approximately $232.8 million, of which approximately $126.4 million of the purchase price will be payable at closing in cash, approximately $89.7 million of the purchase price will be payable at closing in approximately 6.9 million shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”) and approximately $16.7 million of the purchase price will be payable based on the achievement of certain business milestones (the “Earnout”) during the period from the Closing Date through and including the day immediately prior to the two (2)-year anniversary of the Closing Date (the “Earnout Period”). The Company will pay the Earnout in shares of Common Stock, which amount will not exceed approximately 1.28 million shares. For purposes of determining the estimated aggregate purchase price, the Company has based the value of that portion of the purchase price to be paid in shares of its Common Stock on the closing price per share of Common Stock on August 21, 2026, which is $12.97 (the “Reference Share Price”). The Company has agreed to file a registration statement on Form S-4 with respect to the Common Stock to be issued as consideration for the Mergers, including in connection with the Earnout.
The Merger Consideration (as defined in the Merger Agreement) is subject to adjustment at and following the Closing Date (as defined in the Merger Agreement) for working capital and other items.
The Company will also issue performance stock units (the “PSUs”) to certain employees of Claros who will continue their employment with the Company after the closing of the Mergers. The PSUs will be issued under the Company’s 2021 Equity Incentive Plan, as amended, and will vest on the achievement of certain business milestones during the Earnout Period. If and to the extent vested, the PSUs will be paid in shares of the Common Stock. The PSUs have an approximate value of $28.9 million based on the Reference Share Price.
The Mergers are subject to customary closing conditions, including clearance of the Mergers from the Department of Justice under the Hart Scott Rodino Act of 1976. Subject to satisfaction or waiver of the conditions of the Merger Agreement, the Company currently anticipates the closing of the Mergers to occur prior to December 31, 2026; however, there can be no assurance that the Mergers will close before December 31, 2026, or at all.
Subject to the qualifications set forth therein, the Merger Agreement may be terminated by (i) the mutual written consent of the Company and Claros, (ii) by the Company in the event of breach of certain representations, warranties, or covenants by Claros; (iii) by Claros in the event of breach of certain representations, warranties, or covenants by the Company, Merger Sub 1, or Merger Sub 2; (iv) by the Company or Claros if the closing of the Mergers do not occur on or before December 22, 2026; or (v) by the Company if Claros fails to obtain and deliver to the Company an executed written consent of Claros’ shareholders approving and authorizing the Mergers or the Claros Board of Directors changes its recommendation to the Claros’ shareholders to vote in favor of the Mergers or the failure of certain closing conditions to be capable of being satisfied.
The Merger Agreement contains representations, warranties, and covenants, including indemnification obligations, that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants, and with respect to the indemnification obligations, were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. It is not intended to provide any other factual information about the Company, Merger Sub 1, Merger Sub 2, Claros or the Securityholders’ Representative. In particular, the representations, warranties, covenants, and agreements contained in the Merger Agreement, which were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, reports, and documents filed with the Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants, and agreements, or any description thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement. In addition, the representations, warranties, covenants, and agreements and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
The Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary description of the Merger Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.
| Item 7.01. | Regulation FD Disclosure. |
On August 24, 2026, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. In addition, the Company has prepared an investor presentation regarding the transactions contemplated by the Merger Agreement, which it expects to use in connection with presentations to analysts and investors. The investor presentation is available in the Investors section of the Company’s website located at ir.navitassemi.com, furnished as Exhibit 99.2 and incorporated into this Item 7.01 by reference. Information contained on the Company’s website is not incorporated by reference into this Current Report on Form 8-K.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
No Offer or Solicitation
This Current Report on Form 8-K is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide The Company’s and Claros’ respective management’s current expectations or plans for the Company’s future operating and financial performance, based on assumptions currently believed to be valid. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “would,” “could,” “should,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements, including statements regarding the Mergers, the expected timing of the closing of the Mergers, and the anticipated benefits and prospects of the combined company, are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others: the risk that the Mergers may not be completed in a timely manner or at all; the failure to satisfy the other conditions to the closing of the Mergers; the effect of the announcement, pendency or completion of the transaction on the market price of the Common Stock; the effects of business disruption resulting from the announcement or pendency of the Mergers; the diversion of management’s attention and resources from ongoing business operations; the effect of the transaction on the parties’ ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners; restrictions during the pendency of the transaction that may limit the parties’ ability to pursue business opportunities or strategic transactions; the risk that the anticipated benefits, synergies and cost savings may not be realized within the expected timeframe or at all; the difficulties and costs of integrating the two businesses; significant transaction costs and/or unknown or inestimable liabilities; the occurrence of any event that could give rise to termination of the Merger Agreement; the risk of stockholder litigation in connection with the transaction; the impact of macroeconomic and market conditions, including economic downturns, international conflict, trade disputes and tariffs; and the other risks identified in the Company’s filings with the SEC. There can be no assurance that the Mergers will in fact be consummated in the manner described or at all. These forward-looking statements speak only as of the date of this report and neither the Company nor Claros undertakes any obligation to update any forward-looking statement, except as required by applicable law.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
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. |
| 99.1 | Press release, dated August 24, 2026. |
| 99.2 | Investor presentation, dated August 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act. 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. |
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: August 25, 2026 | |||
| By: | /s/ Chris Allexandre | ||
| Chris Allexandre | |||
| President and Chief Executive Officer | |||
Exhibit 99.1
Navitas To Acquire Claros, Advancing AI Infrastructure with VPD & IVR Technology for Grid-to-xPU
The proposed acquisition is expected to provide the last step in power delivery to the core to complete Navitas’ grid-to-xPU high-power portfolio, accelerating its AI infrastructure strategy under Navitas 2.0 transformation
Anticipated benefits include:
| - | Enabling of all steps of power conversion to be addressed from ultra-high voltage grid down to core/xPU | |
| - | Doubling of Navitas’ 2030 serviceable addressable market (SAM) to over $8 billion | |
| - | Expansion of IP, engineering and technology capabilities across digital control, passive integration, leading-edge mixed signal, and advanced 2D/3D packaging | |
| - | Strengthening of mid- to long-term financial model through revenue acceleration and margin expansion, while maintaining its path to profitability |
TORRANCE, CA – August 24, 2026 — Navitas Semiconductor Corporation (Nasdaq: NVTS) ) (Navitas or the Company), the industry leader in next-generation GaNFast™ gallium nitride (GaN) and GeneSiC™ silicon carbide (SiC) power semiconductors, today announced the signing of a definitive agreement to acquire Claros, Inc. (Claros) a power management solutions company developing vertical power delivery (VPD) and integrated voltage regulator (IVR) technology for next-generation AI data centers, in a transaction valued at up to approximately $232.8 million, based on the per share closing price of Navitas’ stock on August 21, 2026.
Navitas’ potential acquisition of Claros would extend the Company’s AI infrastructure portfolio from the grid all the way to the xPU by bringing industry-leading VPD and IVR capabilities that can directly power the high-current, high-speed processors at the heart of modern AI systems.
Today’s most advanced AI xPUs, GPUs, CPUs, TPUs, NPUs, and other accelerators - are running into a fundamental limit. Compute itself is not the bottleneck; it is the power delivery.
The new 800V high-voltage direct current (HVDC) architecture, paving the way for accelerated replacement of silicon by GaN and SiC high-power technologies, the core focus of Navitas 2.0, has started to address this problem, enabling higher-density power architecture and racks. However, on the last step, traditional voltage regulator modules (VRMs) push power sideways across the board, and as xPUs demand thousands of amps and near-instant response times, this lateral approach hits what Navitas refers to as a “power wall”. Bandwidth and compute performance are constrained by the limitations of existing power delivery systems.
Through the combination of Navitas and Claros, the Company expects to break through that wall all the way from grid-to-xPU. Claros’ VPD and IVR technologies stack power conversion, drive, control, and passives into a single, compact package. By placing this solution directly beneath or inside the chip package or printed circuit board, power travels only millimeters instead of inches. The result is ultra-fast transient response, dramatically lower impedance, higher efficiency at sub-volt levels, and the power density required for the next generation of AI compute.
This technology solution will be highly complementary to the GaN and high-voltage and ultra-high voltage SiC portfolio of Navitas, which enables the new 800V HVDC architecture, extending the high-density AI rack architecture in the first steps of the power conversion all the way to the core.
"The future of AI depends on delivering thousands of amps to increasingly power-hungry processors with unprecedented speed and precision,” said Chris Allexandre, President and CEO of Navitas. “The ‘power wall’ currently restricts next-gen xPUs in megawatt-scale server racks from achieving the next wave of AI performance. Combining Claros’ VPD and IVR technologies with Navitas' GaN and high-voltage and ultra-high voltage SiC portfolio, we break the AI infrastructure power wall, advancing the entire power chain from grid-to-xPU. This acquisition follows our Navitas 2.0 transformation and significantly expands our addressable market, deepens our engagement with hyperscalers and AI power platform providers, as well as strengthens our leadership in AI infrastructure in terms of both capabilities and product solutions offering. As AI power demand accelerates, we are uniquely positioned to deliver greater value for our customers, while driving sustainable long-term growth.”
Dan Kultran, Co-founder & CEO of Claros, commented, “Since we launched Claros in 2024, we’ve moved to rapidly redefine the AI data center power system. Navitas is an ideal partner to enable a complete grid-to-xPU power portfolio, deepen and expand our engagement with leading xPU and power customers, and accelerate our next phase of growth. Our companies share a fast-paced, highly innovative culture and a commitment to advancing breakthrough power technologies for years to come. I am very excited for the opportunity to join Chris and the Navitas leadership team.
“Our integrated voltage regulator technology brings power conversion millimeters from the xPU, reducing board-level distribution losses, lowering heat generation, and improving the efficiency of processor-level power delivery. For AI accelerators and high-performance processors, this close-to-chip approach, with Claros’ IP in VPD array architecture, can enable higher compute density, lower operating costs, and more efficient deployment of next-generation AI infrastructure.”
Together, Claros’ VPD and IVR technologies also broaden Navitas’ technology, engineering and IP capabilities with deep expertise in digital control, passive integration, advanced 2D/3D packaging, and leading-edge power and analog mixed-signal technologies, while also adding standalone digital and controller solutions that complement the Company’s GaN portfolio.
The acquisition, when completed, is expected to more than double Navitas’ identified 2030 SAM to over $8 billion, adding at least $3.5 billion from the rapidly growing VPD and IVR markets. Combined with Navitas’ existing $3.5 billion SAM for GaN and HV/UHV SiC and approximately $1 billion from new junction field-effect transistor technology, the acquisition is expected to significantly expand Navitas’ opportunity across the complete grid-to-xPU power chain.
Navitas’ current short-to mid-term financial model and strategy, under its Navitas 2.0 transformation, remain unchanged. Claros’ VPD and IVR technologies provide an additional growth accelerator from 2028/2029 onward alongside Navitas’ strong organic 800V HVDC GaN and SiC growth in AI infrastructure. The Company remains committed to its path toward profitability and does not expect a material change from its previous timeline.
Transaction Structure
Under the terms of the definitive merger agreement, Navitas will acquire Claros in a transaction valued up to approximately $232.8 million, comprised of approximately $216.0 million to be paid at closing in a combination of cash and shares of the Company’s Class A common stock, par value $0.0001 per share (Common Stock), and the remainder of which will be paid in shares of Common Stock on the achievement of certain business milestones during the two years following the closing date. The value of shares of Common Stock that comprise the merger consideration was determined based on the closing share price of a share of Common Stock on August 21, 2026, which was $12.97 (the Reference Price).
In addition, certain continuing Claros employees will be eligible to receive performance based compensation under the Company’s equity incentive plan, payable in shares of Common Stock, having a value of approximately $28.9 million based on the Reference Price, and based on the achievement of these same business milestones. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close before year-end, subject to customary closing conditions, including applicable regulatory approvals.
About Navitas
Navitas Semiconductor (Nasdaq: NVTS) is a next-generation power semiconductor leader in gallium nitride (GaN), and IC integrated devices, and high-voltage silicon carbide (SiC) technology, driving innovation across AI data centers, performance computing, energy and grid infrastructure, and industrial electrification. With more than 30 years of combined expertise in wide-bandgap technologies, GaNFast™ power ICs integrate GaN power, drive, control, sensing, and protection, delivering faster power delivery, higher system density, and greater efficiency. GeneSiC™ high-voltage SiC devices leverage patented ‘trench-assisted planar technology’ to provide industry-leading voltage capability, efficiency, and reliability for medium-voltage grid and infrastructure applications. Navitas has over 300 patents issued or pending and is the world’s first semiconductor company to be CarbonNeutral®-certified.
Navitas Semiconductor, GaNFast, GaNSense, GeneSiC, and the Navitas logo are trademarks or registered trademarks of Navitas Semiconductor Limited and affiliates. All other brands, product names, and marks are or may be trademarks or registered trademarks used to identify products or services of their respective owners.
About Claros
Claros is a power management solutions company that’s leveraging innovative hardware and software to make AI infrastructure more efficient, more resilient, and more sustainable. By driving down the cost and complexity of power delivery and leveraging innovative hardware and software, the company seeks to decrease energy consumption, optimize power delivery, increase compute performance, and maximize the efficiency of AI operations. Founded in 2024, Claros is backed by Red Cell Partners, General Catalyst, Systemiq Capital, VIPC, and other investors.
Advisors
Connected Vision Advisors (CVA) and Needham & Company served as financial advisors to Navitas. Cozen O’Connor served as
legal advisor to Navitas, and DLA Piper served as legal advisor to Claros.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Forward-Looking Statements
Any forward-looking statements contained in this release are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide The Company’s and Claros’ respective management’s current expectations or plans for the Company’s future operating and financial performance, based on assumptions currently believed to be valid. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “would,” “could,” “should,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements, including statements regarding the merger (the Mergers) contemplated by that certain Agreement and Plan of Merger (the Merger Agreement), by and among the Company, Claros, Compass Merger Sub 1 Inc., Compass Merger Sub 2 LLC, and Shareholder Representative Services LLC, the expected timing of the closing of the Mergers, and the anticipated benefits and prospects of the combined company, are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others: the risk that the Mergers may not be completed in a timely manner or at all; the failure to satisfy the other conditions to the closing of the Mergers; the effect of the announcement, pendency or completion of the transaction on the market price of the Common Stock; the effects of business disruption resulting from the announcement or pendency of the Mergers; the diversion of management’s attention and resources from ongoing business operations; the effect of the transaction on the parties’ ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners; restrictions during the pendency of the transaction that may limit the parties’ ability to pursue business opportunities or strategic transactions; the risk that the anticipated benefits, synergies and cost savings may not be realized within the expected timeframe or at all; the difficulties and costs of integrating the two businesses; significant transaction costs and/or unknown or inestimable liabilities; the occurrence of any event that could give rise to termination of the Merger Agreement; the risk of stockholder litigation in connection with the transaction; the impact of macroeconomic and market conditions, including economic downturns, international conflict, trade disputes and tariffs; and the other risks identified in the Company’s filings with the SEC. There can be no assurance that the Mergers will in fact be consummated in the manner described or at all. These forward-looking statements speak only as of the date of this report and neither the Company nor Claros undertakes any obligation to update any forward-looking statement, except as required by applicable law.
Contact Information
Navitas Semiconductor
Vipin Bothra
info@navitassemi.com
Claros
press@redcellpartners.com
Navitas Investor Contacts
Leanne Sievers | Brett Perry
Shelton Group
sheltonir@sheltongroup.com
PR Image
Exhibit 99.2
Proprietary - Navitas Semiconductor - All Rights Reserved Navitas + Claros: Breaking the AI Infrastructure Power Wall with full grid - to - xPU play August 2026
2 Confidential and/or Proprietary - Navitas Semiconductor Legal Notice Cautionary Note Regarding Forward - Looking Statements Any forward - looking statements contained in this investor presentation are included pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. From time to time, oral or written forward - looking statements may also be included in other information released to the public. These forward - looking statements are intended to provide the Company’s and Claros’ respective management’s current expectations or plans fo r t he Company’s future operating and financial performance, based on assumptions currently believed to be valid. Words such as “anticipate,” “believe,” “estimate,” “expect, ” “ intend,” “plan,” “project,” “may,” “will,” “would,” “could,” “should,” and similar expressions are intended to identify forward - looking statements, although not all forward - looking statements contain these words. All forward - looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expre sse d or implied in the forward - looking statements. These statements, including statements regarding the merger (the Mergers) contemplated by that certain Agreement and Plan of Merger (t he Merger Agreement), by and among the Company, Claros, Compass Merger Sub 1 Inc., Compass Merger Sub 2 LLC, and Shareholder Representative Services LLC, the expect ed timing of the closing of the Mergers, and the anticipated benefits and prospects of the combined company, are based on management’s current expectations and are subject to ri sks and uncertainties that could cause actual results to differ materially, including, among others: the risk that the Mergers may not be completed in a timely manner or a t a ll; the failure to satisfy the other conditions to the closing of the Mergers; the effect of the announcement, pendency or completion of the transaction on the market price of the Com mon Stock; the effects of business disruption resulting from the announcement or pendency of the Mergers; the diversion of management’s attention and resources from ongoin g b usiness operations; the effect of the transaction on the parties’ ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other bu sin ess partners; restrictions during the pendency of the transaction that may limit the parties’ ability to pursue business opportunities or strategic transactions; the risk that the an ticipated benefits, synergies and cost savings may not be realized within the expected timeframe or at all; the difficulties and costs of integrating the two businesses; significant t ran saction costs and/or unknown or inestimable liabilities; the occurrence of any event that could give rise to termination of the Merger Agreement; the risk of stockholder litigation in co nne ction with the transaction; the impact of macroeconomic and market conditions, including economic downturns, international conflict, trade disputes and tariffs; and th e o ther risks identified in the Company’s filings with the SEC. There can be no assurance that the Mergers will in fact be consummated in the manner described or at all. These forward - loo king statements speak only as of the date of this investor presentation and neither the Company nor Claros undertakes any obligation to update any forward - looking statement, exce pt as required by applicable law. Intellectual Property Notice This investor presentation is the intellectual property of Navitas Semiconductor and its affiliates. No unauthorized reproduc tio n, distribution or use is permitted. All rights reserved. Any third - party names, logos, marks or products are the intellectual property of their respective owners and no endorsement or a ffiliation is implied. Information from third party sources is believed to be reliable and is provided as of the original publication date. Navitas undertakes no obligation to u pda te this presentation.
3 Confidential and/or Proprietary - Navitas Semiconductor S ummary Navitas enters into agreement to acquire Claros for an estimated $234.8 million : Approximately $216.0 million to be paid at closing in a combination of cash and shares of Navitas Class A common stock, par value $0.0001 per share (Common Stock), 1 and the remainder to paid in shares of Common Stock on the achievement of certain business milestones during the two years following the closing date. Certain continuing Claros employees will be eligible to receive performance based compensation, payable in shares of Common Stock, based on the achievement of these same business milestones. Expected Transaction Benefits: • Continuation of Navitas 2.0 transformation and extension of Navitas' AI infrastructure portfolio from Grid - to - xPU : GaN , high voltage and ultra high voltage SiC , VPD & IVR • Doubles Navitas’ 2030 SAM to over $8 billion : $3.5 billion for GaN /SIC in high power markets with core focus on AI Infrastructures, $3.5 billion for IVR/VPD and $1 billion for new JFET portfolio • Expands IP, engineering and technology capabilities across digital control, passive integration, leading - edge mixed signals, and advanced 2D/3D packaging • Strengthens financial model through mid - to long - term revenue acceleration, margin expansion and preserves commitment to profitability : additional growth accelerator from 2028 - 29 onward alongside strong organic 800V HVDC GaN and SiC growth in AI infrastructure, remain committed to path to profitability with no anticipated material changes to previous timeline • 1 The value of shares of Common Stock that comprise the merger consideration was determined based on the closing share price of a share of Common Stock on August 21, 2026, which was $12.97.
4 Confidential and/or Proprietary - Navitas Semiconductor The AI Infrastructure ‘Power Wall’ AC - DC PSUs are reaching their limits as AI power accelerates IT trays are limited by low voltage distribution losses IT racks are constrained by power density & distribution losses Legacy transformers are bulky, inefficient & inflexible xPUs performance restricted by lateral power delivery Line Frequency Transformer AC - DC (48V) Power Supplies IT rack 48V power distribution IT tray 48V - 12V - 1V xPU ( GPU, CPU, TPU, NPU, DPU, ASIC)
5 Confidential and/or Proprietary - Navitas Semiconductor Breaking the AI Infrastructure ‘Power Wall’ with Grid - to - xPU play High rack power drives 3 - Phase high - density PSUs 800V server trays requiring high - density DC/DC conversion closer to xPU AC - DC , DC - DC power shelves & BBUs move to sidecar with 800V output SSTs convert Grid voltage directly to 800V DC Vertical power delivery enables speed, efficiency, & performance at <1V operation Solid State Transformers (SST) AC - DC 3 - Ph. Power Supplies Sidecar + IT rack 800V power distribution IT tray 800V native xPU ( GPU, CPU, TPU, NPU, DPU, ASIC) Side car IT Rack UHV SiC HV SiC GaN + SiC GaN VPD + IVR
6 Confidential and/or Proprietary - Navitas Semiconductor Anticipated Benefits include Grid - to - xPU , More Than 2x SAM, Expanded Capabilities • Navitas 2.0 and grid - to - xPU : same strategy and focus on AI Infrastructures with high power products, broadened portfolio • Doubling SAM expansion to $8B upon transaction completion • Claros' VPD & IVR technologies will complement GaNFast in delivering highest power density closest to the xPU . Together with GeneSiC, Navitas offers complete portfolio to power from Grid - to - xPU • Deepens Navitas’ engagement with hyperscalers , merchant power OEM/ODM and xPU vendors by solving power density close to the xPU • Expands technology, engineering and capabilities in digital controller for power conversion, integration of passives, & advanced 2D/3D packaging GaN & SiC $3.5 B JFET $1.0 B VPD & IVR $3.5 B $0 $1 $2 $3 $4 $5 $6 $7 $8 Navitas SAM (post - Acquisition)
7 Confidential and/or Proprietary - Navitas Semiconductor Stronger Financial Model • Current organic plan and short - to mid - term (2027/2028) financial model remain unchanged • Revenue acceleration expected from VPD & IVR (2028/2029), alongside organic AI Infrastructures driven GaN and SiC growth • Remain committed to path to profitability with no anticipated material change to timeline +
8 Confidential and/or Proprietary - Navitas Semiconductor Navitas & Claros Will Completes ‘Grid - to - xPU ’ AI Power Portfolio 6 V DC VPD IVR 0.7x V DC xPU • Navitas + Claros create a complete Grid - to - xPU power platform • Combining Navitas’ GaN and HV & UHV SiC leadership with Claros’ VPD & IVR technology strengthens leadership in AI infrastructure • Breaking the AI infrastructure Power Wall and enables the next generation of AI computing MV GRID SOLID STATE TRANSFORMER 34.5 kV AC 24.5 kV AC 13.8 kV AC 800 V DC ± 400 V DC IT RACK HVDC PROTECTION HV DC - DC 800 V DC ± 400 V DC SSCB SERVER BOARD
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