Navitas Semiconductor CorpNVTS
Navitas Semiconductor Corp Earnings Per Share Disclosure
NET LOSS PER SHARE
Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average shares of common stock outstanding during the period using the two-class method because the Company’s sponsor earnout shares are a participating security since these shares contain a non-forfeitable right to receive dividends. Under the two-class method, earnings are allocated to each class of common stock and participating security as if all of the earnings for the period had been distributed. As the Company incurred net losses during the years ended December 31, 2025 and 2024 and these securities are not contractually required to fund the Company’s losses, there is no allocation to the participating securities in the years presented. Diluted earnings per share are calculated by dividing net income (loss) by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding RSUs and restricted stock awards, the assumed issuance of awards for contingently issuable performance-based awards, as computed using the treasury stock method. Performance-based RSUs and restricted stock awards are included in the number of shares used to calculate diluted earnings per share after evaluating the applicable performance criteria as of period end and under the assumption the end of the reporting period was the end of the contingency period, and the effect is dilutive. The Company has no plans to declare dividends.
A summary of the net loss per share calculation is as follows (in thousands):
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted-average common shares - basic common stock | 205,573 | 182,460 | |||||||||
| Stock options and other dilutive awards | — | — | |||||||||
| Weighted-average common shares - diluted common stock | 205,573 | 182,460 | |||||||||
| Shares excluded from diluted weighted-average shares: | |||||||||||
| Dilutive shares excluded ¹ | 4,067 | 3,174 | |||||||||
| Shares excluded from diluted weighted average shares | 4,067 | 3,174 | |||||||||
¹ The Company’s potentially dilutive securities, which include unexercised stock options, unvested restricted stock units, ESPP shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share for the fiscal years ended December 31, 2025 and 2024.
As of December 31, 2025, the Company did not exclude any restricted stock awards from the diluted weighted average share count, as the individuals associated with those awards are no longer employed by the Company. As of December 31, 2024, the Company excluded an immaterial amount of restricted stock awards from the diluted weighted
average share count as their performance conditions have not been achieved. As of December 31, 2025 and 2024 the Company excluded 10.0 million Earnout Shares from the diluted weighted average share count as their performance and/or market conditions have not been achieved. As of December 31, 2025, there have been no LTIP options excluded from the diluted weighted average share count as these options have all been forfeited. As of December 31, 2024, 6.5 million LTIP options have been excluded from the diluted weighted average share count as their performance and/or market conditions have not been achieved.
As of December 31, 2025 and 2024, the Company excluded 1.3 million of outstanding shares of Class A common stock from basic and diluted weighted average share count as shares are subject to forfeiture based on market conditions that have not been achieved. These shares relate to certain shares of Class A common stock held by the Company’s SPAC sponsor that as part of the Business Combination were placed under market conditions requirements that if not met, would result in forfeiture. These requirements are consistent with the earnout milestones noted in Note 11 - “Earnout Liability” and these shares are participating securities with the same voting and dividend rights as the Company’s other Class A common stock.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2022 | Apr 3, 2023 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.