What was the 1,147,225-share transfer involving Navitas Semiconductor (NVTS)?

Navitas transferred 1,147,225 common shares to Live Oak Sponsor Partners II, LLC under a Settlement, Release and Amendment Agreement . This satisfied obligations tied to earnout shares from the company’s business combination based on specified stock price thresholds.

Who is Live Oak Sponsor Partners II, LLC in relation to NVTS director Gary Wunderlich?

Live Oak Sponsor Partners II, LLC is an entity through which Gary Wunderlich holds Navitas shares indirectly. He is a managing member of Live Oak Sponsor but disclaims beneficial ownership of its Navitas securities except for his pecuniary interest.

Navitas Semiconductor (NVTS) director sells 108K shares, 1.15M-share transfer

Q: What insider transactions did NVTS director Gary Wunderlich report?

Gary Wunderlich reported selling 108,165 Navitas Semiconductor (NVTS) shares in open-market transactions on May 28, 2026 . These included 73,000 directly held shares and 35,165 shares held indirectly through Live Oak Sponsor Partners II, LLC.

Q: At what prices were the Navitas Semiconductor (NVTS) shares sold?

The reported sales used weighted average prices : $28.11 per share for 73,000 directly held shares and $28.14 per share for 35,165 indirectly held shares. Actual trades occurred within narrow ranges around those averages.

Q: How many Navitas Semiconductor (NVTS) shares does Gary Wunderlich hold after the Form 4 trades?

After the reported transactions, Gary Wunderlich holds 13,964 Navitas shares directly and 2,375,060 shares indirectly through Live Oak Sponsor Partners II, LLC. He disclaims beneficial ownership of the indirect holdings except for his pecuniary interest.

Q: What does the J transaction code mean in the NVTS Form 4?

The Form 4 lists a J transaction code for an “other acquisition or disposition” of 1,147,225 shares involving Live Oak Sponsor. This reflects the settlement-related transfer under the agreement, not an open-market purchase or sale by the director.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Navitas Semiconductor Corp director Gary Kent Wunderlich Jr. reported open-market sales of Class A common stock and an internal share transfer involving an affiliated entity. On May 28, 2026, he sold 73,000 shares at a weighted average price of $28.11 per share, and 35,165 shares at a weighted average price of $28.14 per share, for total reported sales of 108,165 shares. After these transactions, he holds 13,964 shares directly and 2,375,060 shares indirectly through Live Oak Sponsor Partners II, LLC. On May 18, 2026, the company entered into a Settlement, Release and Amendment Agreement with Live Oak Sponsor Partners II, LLC, under which 1,147,225 shares of common stock were transferred to Live Oak Sponsor to satisfy obligations related to earnout shares from the company’s business combination. Wunderlich is a managing member of Live Oak Sponsor and disclaims beneficial ownership of those securities except to the extent of his pecuniary interest.

Insider Trade Summary

Net Seller: 108,165 shares ($3,041,573)

Net Sell 3 txns

Insider Wunderlich Gary Kent JR

Role null

Sold 108,165 shs ($3.04M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	35,165	$28.14	$990K
Sale	Class A Common Stock	73,000	$28.11	$2.05M
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 — 13,964 shares (Direct, null)

Footnotes (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 $28.10 to $28.17, 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.

Key Figures

Direct shares sold: 73,000 shares Indirect shares sold: 35,165 shares Total shares sold: 108,165 shares +5 more

8 metrics

Direct shares sold 73,000 shares Open-market sale on May 28, 2026 at $28.11 weighted average

Indirect shares sold 35,165 shares Open-market sale on May 28, 2026 at $28.14 weighted average

Total shares sold 108,165 shares Net reported share sales on May 28, 2026

Restructuring transfer 1,147,225 shares Other acquisition or disposition on May 18, 2026 to Live Oak Sponsor

Direct holdings after 13,964 shares Direct Class A common stock owned after May 28, 2026 sales

Indirect holdings after 2,375,060 shares Indirect holdings via Live Oak Sponsor after May 28, 2026 sales

Weighted average price 1 $28.11 per share Price for 73,000-share direct sale on May 28, 2026

Weighted average price 2 $28.14 per share Price for 35,165-share indirect sale on May 28, 2026

Key Terms

Settlement, Release and Amendment Agreement, Sponsor Letter Agreement Re: Business Combination, earnout shares, weighted average price, +1 more

5 terms

Settlement, Release and Amendment Agreement financial

"entered into a Settlement, Release and Amendment Agreement, between the Company and Live Oak Sponsor"

earnout shares financial

"with respect to the vesting, forfeiture and transfer of earnout shares issuable in connection"

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.

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.

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest"

Form 4 Insider Transactions: What Each Field Means →

05/29/2026 - 04:16 PM

SEC Form 4

FORM 4

UNITED 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^*

Wunderlich Gary Kent JR

(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)

X	Director	10% 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)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/18/2026		J⁽¹⁾		1,147,225	A	⁽¹⁾	2,410,225	I	Live Oak Sponsor Partners II, LLC⁽²⁾
Class A Common Stock	05/28/2026		S		35,165	D	$28.14⁽³⁾	2,375,060	I	Live Oak Sponsor Partners II, LLC⁽²⁾
Class A Common Stock	05/28/2026		S		73,000	D	$28.11⁽⁴⁾	13,964	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $28.10 to $28.17, 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/ Gary K. Wunderlich, Jr.	05/29/2026
	** Signature of Reporting Person	Date
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 insider transactions did NVTS director Gary Wunderlich report?

Gary Wunderlich reported selling 108,165 Navitas Semiconductor (NVTS) shares in open-market transactions on May 28, 2026. These included 73,000 directly held shares and 35,165 shares held indirectly through Live Oak Sponsor Partners II, LLC.

At what prices were the Navitas Semiconductor (NVTS) shares sold?

The reported sales used weighted average prices: $28.11 per share for 73,000 directly held shares and $28.14 per share for 35,165 indirectly held shares. Actual trades occurred within narrow ranges around those averages.

How many Navitas Semiconductor (NVTS) shares does Gary Wunderlich hold after the Form 4 trades?

After the reported transactions, Gary Wunderlich holds 13,964 Navitas shares directly and 2,375,060 shares indirectly through Live Oak Sponsor Partners II, LLC. He disclaims beneficial ownership of the indirect holdings except for his pecuniary interest.

What does the J transaction code mean in the NVTS Form 4?

The Form 4 lists a J transaction code for an “other acquisition or disposition” of 1,147,225 shares involving Live Oak Sponsor. This reflects the settlement-related transfer under the agreement, not an open-market purchase or sale by the director.