The Navitas Semiconductor Limited 2020 Equity Incentive Plan, initially adopted by the Company’s board of directors on August 5, 2020 as an amendment and restatement of the 2013 Equity Incentive Plan (“2013 Plan”), was amended and restated as the Amended and Restated Navitas Semiconductor Limited 2020 Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit (“RSU”) awards, stock appreciation rights, and other stock awards to employees, directors and

consultants. Pursuant to the 2020 Plan, the exercise price for incentive stock options and non-statutory stock options is generally at least 100% of the fair market value of the underlying shares on the date of grant. Options generally vest over 48 months measured from the date of grant. Options generally expire no later than ten years after the date of grant, subject to earlier termination upon an optionee’s cessation of employment or service.

Under the terms of the 2020 Plan, the Company is authorized to issue 18,899,285 shares of Class A common stock pursuant to awards under the 2020 Plan. As of October 19, 2021, the Company had issued an aggregate of 11,276,706 stock options and non-statutory options to its employees and consultants and 4,525,344 RSUs to employees, directors and consultants under the 2020 Plan. No awards have or will be issued under the 2020 Plan after October 19, 2021. Shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021 will become authorized for issuance pursuant to awards under the 2021 Plan (as defined below).

The Navitas Semiconductor Corporation 2021 Equity Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors on August 17, 2021 and adopted and approved by the Company’s stockholders on October 12, 2021. Under the terms of the 2021 Plan, the Company is authorized to issue, pursuant to awards granted under the 2021 Plan, (a) up to 16,334,527 shares of Common Stock; plus (b) up to 15,802,050 shares of Common Stock subject to awards under the 2020 Plan that are forfeited, expire or lapse after October 19, 2021; plus (c) an annual increase, effective as of the first day of each fiscal year up to and including January 1, 2031, equal to the lesser of (i) 4% of the number of shares of Common Stock outstanding as of the conclusion of the Company’s immediately preceding fiscal year, or (ii) such amount, if any, as the board of directors may determine. As of June 30, 2025 the Company has issued 3,250,000 non-statutory stock options under the 2021 Plan.

The Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period, except for Long-Term Incentive Plan Stock Options discussed below. The Company uses estimates of volatility, expected term, risk-free interest rate and dividend yield in determining the fair value of these awards and the amount of compensation expense to recognize. The Company uses the straight-line method to amortize stock awards granted over the requisite service period of the award, which may be explicit or derived, unless market or performance conditions result in a graded attribution.

The following table summarizes the stock-based compensation expense recognized for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of goods sold	$	71	$	249	$	107	$	249
Research and development	(364)		6,438		3,474		13,808
Selling, general and administrative	(620)		6,404		2,478		12,582
Total stock-based compensation expense	$	(913)	$	13,091	$	6,059	$	26,639

Generally, stock options granted under the Plans have terms of ten years and vest 1/4th on the anniversary of the vesting commencement date and 1/36th monthly thereafter. Stock options with performance vesting conditions begin to vest upon achievement of the performance condition. Expense is recognized beginning in the period in which performance is considered probable. The fair value of incentive stock options and non-statutory stock options issued was estimated using the Black-Scholes model.


Stock Options	Shares (In thousands)	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term (In years)
Outstanding at December 31, 2024	1,499	$	0.74	4.7
Exercised	(236)	0.55		—
Outstanding at March 31, 2025	1,263	$	0.77	4.1
Exercised	(1,155)	0.77		—
Outstanding at June 30, 2025	108	$	0.74	4.1
Vested and Exercisable at June 30, 2025	108	$	0.74	4.1

During the three months ended June 30, 2025, the Company recorded no stock-based compensation expense and for the six months ended June 30, 2025, the Company recorded an immaterial amount of stock-based compensation expense for the vesting of outstanding stock options, excluding credits of $(8.3) million and $(8.0) million, respectively, related to the LTIP Options described below. During the three and six months ended June 30, 2024, the Company recognized $0.0 million and $0.1 million of stock-based compensation expense for the vesting of outstanding stock options, excluding $1.0 million and $2.9 million, respectively, related to the LTIP Options.

The Company awarded a total of 6,500,000 LTIP Options (“2021 LTIP Options”) to certain members of senior management on December 29, 2021 pursuant to the 2021 Plan. These non-statutory options are intended to be the only equity incentive awards for the recipients over the duration of the performance period. The options vest in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $15 to $60 per share, coupled with revenue and EBITDA targets, measured over a seven-year performance period and expire on the tenth anniversary of the grant date. The options have an exercise price of $15.51 per share and the average fair value on the grant date was $9.14 based on the Black-Scholes model and a Monte Carlo simulation incorporating 500,000 scenarios. The weighted average contractual period remaining is 6.6 years. The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023. The valuation model utilized the following assumptions:

connection with the “2021 LTIP Options”, the Company recognized a credit of $(8.3) million and $(8.0) million of stock-based compensation expense for the three and six months ended June 30, 2025, respectively. During the three months ended June 30, 2025, one member of senior management who was a recipient of the 2021 LTIP Options resigned. As a result, the Company recognized a reversal of previously recognized stock-based compensation expense totaling $8.4 million related to the forfeited award of which $4.2 million was recorded in Research and development expenses and $4.2 million in Selling, general and administrative expenses. The remaining unrecognized compensation expense related to probable tranches in the 2021 LTIP Options is $0.9 million as of June 30, 2025, and compensation expense will be recognized over 3.2 years. If the Company achieves all revenue and EBITDA performance metrics, the total incremental recognized expense would be $21.3 million. The Company recognized $0.8 million and $2.4 million of stock-based compensation expense for the three and six months ended June 30, 2024, respectively.

The Company awarded a total of 3,250,000 performance stock options (“2022 LTIP Options”) to a member of senior management on August 15, 2022 pursuant to the 2021 Plan. The options vest in increments subject to achieving certain market and performance conditions, including ten share price hurdles ranging from $15 to $60 per share, coupled with revenue and EBITDA targets, measured over a seven year performance period and expire on the tenth anniversary of the grant date. The options have an exercise price of $10.00 per share and the average fair value on the grant date was $2.89. The weighted average contractual period remaining is 7.3 years. The Company utilized the services of a professional valuation firm to finalize these assumptions during the fiscal year ended December 31, 2023. The valuation model utilized the following assumptions:

On a quarterly basis, management reviews the probable achievement for each of the tranches in the 2022 LTIP Options in regards to revenue and EBITDA, which includes assumptions for forecasted revenue and EBITDA. In relation to the 2022 LTIP Options, a member of senior management departed the Company prior to December 31, 2024, failing to meet the service requirement for the options. As a result, their options were forfeited and no expense was recognized for the three and six months ended June 30, 2025. The Company recognized $0.2 million and $0.5 million of stock-based compensation expense for the three and six months ended June 30, 2024, respectively.


Restricted Stock Unit Awards	Shares (In thousands)	Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2024	9,552	$	6.63
Granted	1,634	2.67
Vested	(2,990)	5.36
Forfeited	(859)	6.73
Outstanding at March 31, 2025	7,337	$	6.25
Granted	3,438	4.25
Vested	(402)	5.75
Forfeited	(830)	6.78
Outstanding at June 30, 2025	9,543	$	5.51

During the three and six months ended June 30, 2025, the Company recognized $5.9 million and 12.4 million of stock-based compensation expense for the vesting of RSUs, respectively. During the three and six months ended June 30, 2024, the Company recognized $9.7 million and $17.9 million of stock-based compensation expense for the vesting of RSUs, respectively. As of June 30, 2025, unrecognized compensation cost related to unvested RSU awards expected to be recognized totaled $37.9 million. The weighted-average period over which this remaining compensation cost is expected be recognized is 1.7 years.

The Company implemented a yearly stock-based bonus plan in 2021 and plans to settle accrued bonus liabilities related to fiscal year 2025 (included in “Accrued compensation expenses” on the Condensed Consolidated Balance Sheets), by issuing a variable number of fully-vested restricted stock units to its employees in 2025. As of June 30, 2025, the Company accrued $1.5 million for its 2025 annual bonus, which is expected to be settled in the first quarter of 2026 through the issuance of approximately 234,131 shares based on the Company's closing stock price as of June 30, 2025. However, the actual number of shares will be based on the share price at the date of settlement.

In August 2022, the Company’s board of directors adopted the Company’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”), subject to stockholder approval. The 2022 ESPP was approved by stockholders at the Company’s annual stockholders’ meeting held November 10, 2022. The Company authorized the issuance of 3,000,000 shares of common stock under the 2022 ESPP.

Under the 2022 ESPP, eligible employees are granted the right to purchase shares of common stock at the lower of 85% of the fair value at the time of offering or 85% of the fair value at the time of purchase, generally over a six-month period. For the three and six months ended June 30, 2025, employees who elected to participate in the ESPP purchased 400,431 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $0.8 million. The purchase price was $2.07, which was 15% of the fair market value in March 2025. As of June 30, 2025, the Company had 1,540,141 remaining authorized shares available for purchase. For the three and six months ended June 30, 2024, employees who elected to participate in the ESPP purchased 393,139 shares of common stock under the 2022 ESPP, resulting in cash proceeds to the Company of $1.8 million. The purchase price was $4.55, which was 15% of the fair market value in March 2024. During the three and six months ended June 30, 2025, the Company recognized $0.2 million and $0.5 million of stock-based compensation expense for the 2022 ESPP, respectively. During the three and six months ended June 30, 2024, the Company recognized $0.3 million and $1.1 million of stock-based compensation expense for the 2022 ESPP, respectively.

On June 10, 2022, the Company’s wholly owned subsidiary, Navitas Semiconductor Limited, acquired all of the stock of VDDTECH srl, a private Belgian company (“VDDTech”) for approximately $1.9 million in cash and stock. Among shares issued in the transaction, the Company issued approximately 113,000 restricted shares that are subject to

time based vesting and issued approximately 151,000 restricted shares that are subject to time and performance based vesting over the next four and three years, respectively. These restricted shares are subject to certain individuals maintaining employment with the Company and, therefore, are accounted for under ASC 718. During the three and six months ended June 30, 2025, the Company recorded $0.2 million to stock-based compensation expense related to 150,622 shares that vested upon employee separation. No additional compensation cost will be recognized beyond the second quarter of 2025. The Company recognized $0.2 million and $0.3 million of stock-based compensation expense related to the vesting of these shares during three and six months ended June 30, 2024, respectively.

A portion of the earnout shares may be issued to individuals with unvested equity awards. While the payout of these shares requires achievement of share price targets based on the volume weighted average price of the Company’s common stock, the individuals are required to complete the remaining service period associated with these unvested equity awards to be eligible to receive the earnout shares. As a result, these unvested earn-out shares are equity-classified awards and have an aggregated grant date fair value of $19.1 million or $11.52 per share. The Company recognized $0.1 million of stock-based compensation expense related to forfeitures during three and six months ended June 30, 2025 and none during the six months ended June 30, 2024. The Company recognized $0.1 million and $0.1 million of stock-based compensation expense related to the vesting of these shares during three and six months ended June 30, 2024, respectively. As of June 30, 2025, there was no remaining compensation cost related to unvested earnout shares, except for forfeitures. Refer to Note 10 - “Earnout Liability”.