Navitas Semiconductor Corp 8-K Filings

Navitas Semiconductor reported Q2 2026 revenue of $10.5 million, up 22% from Q1 2026 but below $14.5 million a year earlier, as it advances its “Navitas 2.0” shift away from mobile into high‑power markets such as AI data centers and grid and energy infrastructure. GAAP gross margin improved to 0.4%, while non‑GAAP gross margin rose to 39.5%. GAAP loss from operations was $27.2 million and GAAP net loss was $228.2 million, driven largely by a $203.1 million non‑cash remeasurement of earnout liabilities; on a non‑GAAP basis net loss was $9.3 million.

Cash and cash equivalents increased to $557.4 million as of June 30, 2026, compared with $236.9 million at year‑end 2025, lifting total assets to $832.4 million and stockholders’ equity to $801.4 million. Management highlighted strong backlog, a record book‑to‑bill ratio and growing AI‑infrastructure demand, and guided Q3 2026 revenue to $13.5 million ± $0.5 million with non‑GAAP gross margin around 39.7% and non‑GAAP operating expenses of $15.5–$17.5 million. Full‑year 2026 revenue is expected to grow at a mid‑single‑digit rate, with AI infrastructure anticipated to be about one‑third of Q4 sales.

Navitas Semiconductor Corporation reported the results of its 2026 annual meeting of stockholders. A total of 157,213,045 shares of Class A common stock were represented in person or by proxy out of 233,713,166 shares eligible to vote, establishing a quorum.

Stockholders elected three directors — Brian Long, David Moxam, and Dipender Saluja — to the board, with their terms now running until the 2029 annual meeting because Proposal 2 was not approved. The proposal to amend the certificate of incorporation to declassify the board and shorten director terms received 96,981,859 votes for, 1,661,077 against, and 324,299 abstentions, but did not achieve the required level of approval.

Stockholders approved the advisory resolution on executive compensation and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 156,408,738 votes for ratification and limited opposition.

Navitas Semiconductor Corporation issued 3,280,666 shares of Class A common stock to satisfy its obligations tied to Triggering Event III under a prior Business Combination Agreement. These shares were part of an earnout structure linked to the company’s stock price performance through October 19, 2026.

The agreement allowed former Legacy Navitas stockholders and certain other holders to receive up to 10,000,000 contingent earnout shares. Navitas states that, in total, 9,841,948 Class A shares have now been issued under this arrangement and that all Triggering Events and related earnout share issuances required by the agreement have been completed.

Navitas Semiconductor Corporation reported that Dr. Ranbir Singh resigned from its board of directors effective June 9, 2026. His resignation letter did not state a reason. The company noted his earlier Schedule 13D filings dated April 23, 2026 and May 29, 2026 for additional background.

Dr. Singh had served on the board since November 2024 and, at the time of his resignation, was Chair of the Board’s Executive Steering Committee. The filing is signed by President and Chief Executive Officer Chris Allexandre on behalf of Navitas.

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.

Navitas Semiconductor Corporation issued 3,277,438 shares of Class A common stock on May 22, 2026 to satisfy its obligations for Triggering Event I under its 2021 Business Combination Agreement tied to the Live Oak Acquisition Corp. II merger.

Under that agreement, former Legacy Navitas stockholders and certain other persons may receive up to a total of 10,000,000 Class A common shares if the company’s stock price reaches specified targets before October 19, 2026.

Navitas Semiconductor Corporation entered into a Settlement, Release and Amendment Agreement with Live Oak Sponsor Partners II, LLC regarding contingent earnout shares from its prior business combination. The original Business Combination Agreement allowed former Legacy Navitas holders and certain others to receive up to 10,000,000 Earnout Shares if stock price targets are met before October 19, 2026.

Under the new agreement, Navitas will transfer 726,225 Sponsor Earnout Shares to Live Oak Sponsor so these shares are fully vested, non-forfeitable, and no longer subject to transfer restrictions. This transfer is in addition to 421,000 Sponsor Earnout Shares previously agreed as earned, while 115,775 Sponsor Earnout Shares are forfeited by Live Oak Sponsor. Both parties grant broad mutual releases related to the prior letter agreement, and Live Oak Sponsor agrees to indemnify Navitas against certain claims from its equityholders.

Navitas Semiconductor Corporation disclosed that it has effectively completed sales under its at-the-market stock offering program. Under a Sales Agreement with Craig-Hallum Capital Group LLC and UBS Securities LLC, the company could offer up to $125.0 million of Class A common stock through an at-the-market program.

As of May 12, 2026, Navitas has sold 6,529,666 shares of common stock, generating approximately $122.0 million in net proceeds after commissions and estimated offering expenses. Assuming all trades settle, the common stock registered under the related May 11, 2026 prospectus supplement has been fully sold.

Navitas Semiconductor Corporation entered into a new Sales Agreement with Craig-Hallum Capital Group and UBS Securities to establish an at-the-market equity program. The company may offer and sell up to $125.0 million of Class A common stock from time to time under this arrangement.

The sales can be made on Nasdaq or other markets at prevailing or related market prices, with the Sales Agents earning up to 3.0% of aggregate gross proceeds on shares they sell. Any sales will be made under Navitas’ automatic shelf registration statement on Form S-3ASR and a related prospectus supplement.

Navitas is not obligated to sell any shares and can suspend offerings at any time. The company also sent Jefferies LLC written notice confirming termination of a prior open market sale agreement to remove any uncertainty about its status.

Navitas Semiconductor reported first quarter 2026 revenue of $8.6 million, up sequentially but down from $14.0 million a year earlier as it pivots from mobile and consumer toward high-power markets like AI data centers and energy infrastructure.

GAAP results showed a net loss of $33.8 million, compared with a $16.8 million loss in the prior-year quarter, driven in part by a $7.9 million loss from the change in fair value of earnout liabilities and ongoing amortization of acquisition-related intangibles. On a non-GAAP basis, the net loss improved to $9.8 million from $11.2 million.

Non-GAAP gross margin reached 39.0%, up slightly from 38.7% in the prior quarter, while GAAP gross margin was negative due to amortization charges. The company ended March 31, 2026 with $221.0 million in cash and cash equivalents and $420.0 million of stockholders’ equity, supporting its strategy to grow in GaN and high-voltage SiC high-power applications.

Navitas Semiconductor Corporation appointed semiconductor veteran Davin D. Lee as a Class III director, effective April 30, 2026, with his term running until the 2027 annual stockholders meeting. He will also serve on the Compensation Committee and the Governance and Sustainability Committee.

Lee will receive standard non-employee director compensation, including pro-rated cash retainers and an initial grant of 22,048 restricted stock units that vest in full immediately before the next annual director election, subject to his continued board service. The board reiterated its intention to reduce its size to eight directors at the 2027 annual meeting as part of an ongoing refresh and strategic pivot toward high-power semiconductor markets.

Navitas Semiconductor Corporation expanded its Board of Directors from eight to ten members and appointed industry veteran Gregory M. Fischer as a Class III director, effective immediately, with his term running until the company’s 2027 annual meeting of stockholders.

Fischer joins the Board’s Compensation Committee and Executive Steering Committee and will receive standard non-employee director compensation, including pro-rated cash retainers and an initial grant of 22,048 restricted stock units that vest in full immediately prior to the next annual stockholders meeting, subject to continued service.

The company highlighted Fischer’s more than 40 years of semiconductor leadership experience, including senior roles at Broadcom and other major technology companies, as support for Navitas’ strategic focus on high-power GaN and SiC power semiconductors and its broader transformation initiatives.

Navitas Semiconductor Corporation reported a compensation decision related to its previously announced chief financial officer transition. Former CFO and Treasurer Todd Glickman, who agreed to remain as a consultant through March 30, 2026 to support the handover to incoming CFO and Treasurer Tonya Stevens, will receive accelerated vesting of 211,528 previously granted but unvested restricted stock units. These units had been scheduled to vest on September 20, 2026, but the company approved vesting as of March 13, 2026 in recognition of his service through the transition date.

Navitas Semiconductor Corporation appointed Tonya Stevens as Chief Financial Officer and Treasurer, effective March 30, 2026, succeeding Todd Glickman after a planned transition. Stevens brings over 30 years of global finance and accounting experience, most recently as Chief Accounting Officer and Interim CFO at Lattice Semiconductor.

Under her offer letter, Stevens will receive an annual base salary of $425,000 and is eligible for an annual bonus targeted at 65% of base salary, with a 2026 bonus formula tied to actual pay and performance. She will also receive a one-time $4,500,000 time-based RSU recruitment award vesting over four years, plus annual long-term equity awards expected to total about $1,000,000 in 2026 and $1,500,000 from 2027, split between RSUs and stock options with multi‑year vesting.

Navitas Semiconductor Corporation reported a leadership change in its finance organization. The company and Todd Glickman mutually agreed that he will depart from his role as Senior Vice President, Chief Financial Officer and Treasurer to pursue new opportunities.

Navitas stated that Mr. Glickman will remain with the company for a period of time to provide support and assistance during the search for, and transition to, a new Chief Financial Officer and Treasurer. This arrangement is intended to help maintain continuity in the company’s financial operations while a successor is identified and onboarded.

Navitas Semiconductor Corporation reported weak fourth quarter and full-year 2025 results while accelerating its strategic pivot to high‑power GaN and high‑voltage SiC markets such as AI data centers, grid and energy infrastructure, performance computing and industrial electrification.

Fourth quarter 2025 revenue was $7.3 million, down from $10.1 million in the prior quarter and $18.0 million a year earlier. GAAP loss from operations was $41.4 million, including a $16.6 million restructuring and impairment charge, while non‑GAAP loss from operations was $12.1 million. Full‑year 2025 revenue was $45.9 million versus $83.3 million in 2024, with a GAAP net loss of $117.0 million and non‑GAAP net loss of $41.6 million.

Cash and cash equivalents increased to $236.9 million as of December 31, 2025, from $86.7 million a year earlier, helped by a November 2025 private placement of common stock that generated $95.6 million in net proceeds. High‑power markets represented the majority of quarterly revenue for the first time, with mobile falling below 25%.

For first quarter 2026, Navitas expects net revenue between $8.0 million and $8.5 million, non‑GAAP gross margin of about 38.7%, and non‑GAAP operating expenses of approximately $15 million, implying modest sequential growth but continued operating losses as it executes its “Navitas 2.0” strategy.

Navitas Semiconductor Corporation (NVTS) reported that it has entered into a long-term strategic partnership with GlobalFoundries to strengthen and accelerate U.S.-based gallium nitride (GaN) technology, design, and manufacturing. The companies plan to co-develop advanced GaN power solutions for high-power uses such as AI datacenters, performance computing, energy and grid infrastructure, and industrial electrification.

The arrangement is described as a strategic collaboration rather than a specific financial transaction, and was announced through a joint press release furnished under Regulation FD.

Navitas Semiconductor completed a private placement, issuing 14,814,813 shares of Class A common stock at $6.75 per share. The transaction generated gross proceeds of approximately $100 million.

The company entered into a registration rights agreement requiring it to file a resale registration statement for these shares by November 17, 2025, with commercially reasonable efforts to make it effective as promptly as practical, and in any event no later than 120 days following the agreement date in the event of a “full review” by the SEC. Navitas plans to use net proceeds for working capital and general corporate purposes.

Needham & Company, LLC served as sole placement agent. The shares were issued in reliance on Section 4(a)(2) and Regulation D under the Securities Act.

Navitas Semiconductor Corporation (NVTS) reported an Other Events update. On November 7, 2025, the company issued a press release regarding a private placement of its securities, and furnished that release as Exhibit 99.1 to this report.

The filing does not detail terms within the body of the report; it directs readers to the attached press release for specifics. The report was signed by Chief Executive Officer Chris Allexandre.

Navitas Semiconductor Corporation (NVTS) furnished its Q3 2025 results materials. The company announced unaudited consolidated financial results for the quarter ended September 30, 2025, via a press release furnished as Exhibit 99.1. It also furnished its 3Q25 earnings call presentation as Exhibit 99.2.

The disclosures under Items 2.02 and 7.01 were furnished, not filed, and are not subject to Section 18 liabilities. They are not incorporated by reference into other filings unless specifically stated.

Navitas Semiconductor appointed Chris Allexandre as President, CEO and Class I director effective September 1, 2025. The Board named Mr. Allexandre to a term expiring at the 2028 annual meeting and he succeeds founder Gene Sheridan, who will step down August 31, 2025. The filing states Mr. Sheridan's departure is not due to any disagreement with the Company.

The Company and Mr. Allexandre executed an employment agreement dated August 22, 2025, providing a $520,000 base salary, a target annual bonus equal to 120% of base salary, a recruitment award of 800,000 RSUs vesting in equal installments in August 2027, 2028 and 2029, and a 2026 PSU award with an expected grant-date value of $2,500,000. Annual equity awards beginning in 2027 are expected to aggregate $2,500,000 in value, split 50/50 time-based and performance-based, subject to Board approval. The Company will pay Mr. Sheridan $2,400,000 in transition payments over 12 months. The filing also furnishes a press release and reconfirms prior Q3 2025 guidance as previously issued.