Navitas Semiconductor Corporation filed a Form 8-K with the SEC on August 25, 2026, disclosing that it entered into an Agreement and Plan of Merger to acquire Claros, Inc. on August 24, 2026.

Key Highlights

  • Total estimated purchase price: approximately $232.8 million for the acquisition of Claros, Inc.
  • Cash at closing: approximately $126.4 million payable in cash at the closing of the mergers.
  • Stock at closing: approximately $89.7 million payable in approximately 6.9 million shares of Class A common stock.
  • Earnout: approximately $16.7 million payable based on achievement of certain business milestones during the two-year period following the closing date, with payment capped at approximately 1.28 million shares of common stock.
  • Reference share price: $12.97 per share, based on the closing price of the common stock on August 21, 2026.
  • Performance stock units: PSUs with an approximate value of $28.9 million to be issued to certain continuing Claros employees, based on the reference share price.
  • Anticipated closing: the company currently anticipates closing prior to December 31, 2026, subject to conditions including Hart-Scott-Rodino Act clearance.

Navitas Semiconductor's Two-Step Merger Structure and Deal Terms for Claros

According to the filing, Navitas Semiconductor Corporation (NASDAQ:NVTS) entered into the Merger Agreement on August 24, 2026, with Claros, Inc., a Delaware corporation, along with two wholly-owned merger subsidiaries and Shareholder Representative Services LLC acting as the securityholders' representative. The transaction is structured as a two-step merger: Merger Sub 1 will first merge into Claros, with Claros surviving, and then Claros will immediately merge into Merger Sub 2, a Delaware limited liability company, which will be the surviving entity.

The filing reports that the aggregate estimated purchase price of approximately $232.8 million is composed of three parts. At closing, approximately $126.4 million is payable in cash and approximately $89.7 million is payable in approximately 6.9 million shares of the company's Class A common stock (par value $0.0001 per share). The remaining approximately $16.7 million represents an earnout tied to certain business milestones during the two-year period starting at the closing date, to be paid in shares of common stock not exceeding approximately 1.28 million shares. The company used a reference share price of $12.97, the closing price on August 21, 2026, to estimate the stock-based portions of the consideration. The company has agreed to file a registration statement on Form S-4 covering the shares to be issued.

The filing also discloses that performance stock units valued at approximately $28.9 million (based on the reference share price) will be granted to certain Claros employees who continue with the company post-closing. These PSUs will be issued under the company's 2021 Equity Incentive Plan, as amended, and will vest upon achievement of certain business milestones during the earnout period. Closing conditions include clearance under the Hart-Scott-Rodino Act of 1976. The merger agreement may be terminated by either party under specified circumstances, including if the closing does not occur on or before December 22, 2026.

What Was Disclosed

Navitas Semiconductor disclosed the execution of a merger agreement to acquire Claros, Inc. for an estimated $232.8 million, comprising cash, stock, and a milestone-based earnout, with closing anticipated before December 31, 2026, subject to regulatory and other conditions.