Navitas Semiconductor Announces Acquisition of Claros for ~$232.8M

What Happened

• Navitas Semiconductor Corporation announced on August 24, 2026 that it entered into an Agreement and Plan of Merger to acquire Claros, Inc. in a two-step merger structure. The total estimated purchase price is approximately $232.8 million. Closing is subject to customary conditions, including Hart-Scott-Rodino (DOJ) clearance, and the company currently anticipates closing prior to December 31, 2026 (no assurance).

Key Details

• Aggregate consideration: approximately $232.8 million (estimated).
• Consideration mix at closing: ~$126.4 million in cash and ~$89.7 million in stock (approximately 6.9 million shares), based on a Reference Share Price of $12.97 (closing price on Aug 21, 2026).
• Earnout: up to ~$16.7 million payable in shares if certain business milestones are met during the two‑year earnout period (not to exceed ~1.28 million shares).
• Equity awards: performance stock units (PSUs) for certain continuing Claros employees with an approximate value of $28.9 million (based on the Reference Share Price); PSUs vest and pay out in Common Stock upon achieving milestones during the earnout period.
• Navitas will file a Form S-4 to register the shares to be issued as merger consideration (including earnout and PSUs).

Why It Matters

• The deal increases Navitas’ strategic footprint by adding Claros’ business and people, funded with a mix of cash and stock rather than all-cash, which affects Navitas’ balance sheet and share count. Investors should note the material size of the cash payment (~$126M) and the potential dilution from ~6.9M shares at closing plus up to ~1.28M earnout shares and PSU shares tied to future performance.
• Closing is conditional (including regulatory clearance) and includes earnout/PSU payments tied to future milestones, so final consideration and dilution could change post-closing. The agreement includes standard representations, indemnities, and termination rights that could affect timing or completion.