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  4. [Form 4] Navitas Semiconductor Corp Insider Trading Activity

Navitas (NVTS) director-affiliated entities sell shares, receive 1.15M earnout stock

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Navitas Semiconductor director-associated entities reported significant share movements in May 2026. On May 27 and May 28, entities linked to director Richard J. Hendrix executed open-market sales totaling 143,814 shares of Class A Common Stock at weighted average prices around $28–$30 per share.

Following these sales, Hendrix’s direct holdings were 33,855 shares, while indirect holdings included 101,709 shares via RJH Management Co., LLC and 2,370,560 shares via Live Oak Sponsor Partners II, LLC. On May 18, the Company transferred 1,147,225 shares to Live Oak Sponsor under a Settlement, Release and Amendment Agreement related to prior earnout share obligations from the business combination.

Positive

  • None.

Negative

  • None.

Insights

Director-linked entities executed net open-market sales and a large earnout-related transfer.

The filing shows entities associated with director Richard J. Hendrix sold 143,814 shares of Navitas Semiconductor Class A Common Stock in open-market transactions on May 27–28, 2026, at weighted average prices in the high $20s. These are discretionary sales rather than option exercises or tax events.

A separate J-code entry records the transfer of 1,147,225 shares to Live Oak Sponsor Partners II, LLC on May 18, 2026 at $0.00 per share. Footnotes tie this to a Settlement, Release and Amendment Agreement resolving obligations under a prior sponsor letter concerning earnout shares from the Company’s business combination. This appears as restructuring in the transaction summary, not a market trade.

Post-transaction, Hendrix retains substantial indirect exposure, including 2,370,560 shares held by Live Oak Sponsor and 101,709 shares via RJH Management, plus 33,855 shares held directly. The net-sell activity is therefore a partial reduction rather than an exit, and overall impact depends on broader ownership levels not detailed in this excerpt.

Insider HENDRIX RICHARD J
Role null
Sold 143,814 shs ($4.19M)
Type Security Shares Price Value
Sale Class A Common Stock 35,165 $28.14 $990K
Sale Class A Common Stock 75,000 $29.34 $2.20M
Sale Class A Common Stock 33,649 $29.66 $998K
Other Class A Common Stock 1,147,225 $0.00 --
Holdings After Transaction: Class A Common Stock — 2,375,060 shares (Indirect, Live Oak Sponsor Partners II, LLC); Class A Common Stock — 33,855 shares (Direct, null)
Footnotes (1)
  1. On May 18, 2026, Navitas Semiconductor Corporation (the "Company") entered into a Settlement, Release and Amendment Agreement, between the Company and Live Oak Sponsor Partners II, LLC ("Live Oak Sponsor"), pursuant to which the Company agreed to effectuate the transfer of an aggregate of 1,147,225 shares of the Company's common stock to Live Oak Sponsor in satisfaction of the Company's obligations under the Sponsor Letter Agreement Re: Business Combination, dated May 6, 2021 (as amended to date), between the Company and Live Oak Sponsor which, among other things, sets forth certain agreements between the Company and Live Oak Sponsor with respect to the vesting, forfeiture and transfer of earnout shares issuable in connection with the Company's business combination based on the achievement of certain price thresholds. The Reporting Person is a managing member of Live Oak Sponsor. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $28.10 to $28.18, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $29.63 to $29.72, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $29.25 to $29.5350, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence.
Open-market shares sold 143,814 shares Total S-code non-derivative sales on May 27–28, 2026
Settlement-related transfer 1,147,225 shares J-code transfer to Live Oak Sponsor on May 18, 2026
Direct holdings post-trade 33,855 shares Shares held directly by Hendrix after May 27, 2026 sale
RJH Management indirect holdings 101,709 shares Indirect holdings via RJH Management Co., LLC after May 28, 2026
Live Oak Sponsor holdings 2,370,560 shares Indirect holdings via Live Oak Sponsor Partners II, LLC after May transactions
Weighted average sale price example $28.14 per share One reported average price for May 28, 2026 sales
Another weighted average price $29.66 per share Reported price for May 27, 2026 sale block
Settlement, Release and Amendment Agreement financial
"Navitas Semiconductor entered into a Settlement, Release and Amendment Agreement with Live Oak Sponsor"
earnout shares financial
"sets forth agreements with respect to the vesting, forfeiture and transfer of earnout shares issuable"
Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.
Business Combination financial
"earnout shares issuable in connection with the Company's business combination based on price thresholds"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HENDRIX RICHARD J
(Last)(First)(Middle)
40 S. MAIN STREET, #2550
(Street)
MEMPHIS TENNESSEE 38103
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Navitas Semiconductor Corp [ NVTS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/18/2026J(1)1,147,225A(1)2,410,225ILive Oak Sponsor Partners II, LLC(2)
Class A Common Stock05/28/2026S35,165D$28.14(3)2,375,060ILive Oak Sponsor Partners II, LLC(2)
Class A Common Stock05/27/2026S33,649D$29.66(4)33,855D
Class A Common Stock05/28/2026S75,000D$29.34(5)101,709IBy RJH Management Co., LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On May 18, 2026, Navitas Semiconductor Corporation (the "Company") entered into a Settlement, Release and Amendment Agreement, between the Company and Live Oak Sponsor Partners II, LLC ("Live Oak Sponsor"), pursuant to which the Company agreed to effectuate the transfer of an aggregate of 1,147,225 shares of the Company's common stock to Live Oak Sponsor in satisfaction of the Company's obligations under the Sponsor Letter Agreement Re: Business Combination, dated May 6, 2021 (as amended to date), between the Company and Live Oak Sponsor which, among other things, sets forth certain agreements between the Company and Live Oak Sponsor with respect to the vesting, forfeiture and transfer of earnout shares issuable in connection with the Company's business combination based on the achievement of certain price thresholds.
2. The Reporting Person is a managing member of Live Oak Sponsor. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
3. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $28.10 to $28.18, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence.
4. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $29.63 to $29.72, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence.
5. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $29.25 to $29.5350, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence.
/s/ Richard J. Hendrix05/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Navitas Semiconductor (NVTS) director-linked entities sell in this Form 4 filing?

Entities associated with director Richard J. Hendrix sold a combined 143,814 shares of Navitas Semiconductor Class A Common Stock in open-market transactions on May 27 and May 28, 2026, at weighted average prices in the high-$20 range per share.

How many Navitas Semiconductor (NVTS) shares does Richard Hendrix still hold after these transactions?

After the reported transactions, Richard J. Hendrix holds 33,855 Navitas Semiconductor shares directly, 101,709 shares indirectly through RJH Management Co., LLC, and 2,370,560 shares indirectly through Live Oak Sponsor Partners II, LLC, according to the Form 4 data provided.

What is the 1,147,225-share transfer to Live Oak Sponsor in the Navitas (NVTS) Form 4?

Navitas Semiconductor transferred 1,147,225 common shares to Live Oak Sponsor Partners II, LLC on May 18, 2026 under a Settlement, Release and Amendment Agreement resolving obligations tied to earnout shares from the company’s earlier business combination.

Were the Navitas (NVTS) Form 4 transactions open-market trades or internal adjustments?

The Form 4 shows both. Three transactions are coded “S” as open-market sales totaling 143,814 shares, while one large “J” code entry records a 1,147,225-share transfer to Live Oak Sponsor as an other transaction related to a settlement agreement.

How does the Form 4 describe Richard Hendrix’s beneficial ownership in Navitas (NVTS) shares?

The Form 4 notes Richard J. Hendrix is a managing member of Live Oak Sponsor and disclaims beneficial ownership of its reported Navitas shares except to the extent of his pecuniary interest, clarifying that some holdings are indirect and entity-controlled.

What price information is disclosed for the Navitas (NVTS) insider share sales?

The filing reports weighted average sale prices such as $29.66, $29.34 and $28.14 per share, with footnotes explaining these reflect multiple trades within narrow ranges and offering to provide detailed price breakdowns upon request to investors or regulators.