UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 57, 2025

CEVA, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-49842		77-0556376
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

15245 Shady Grove Road, Suite 400, Rockville, MD 20850

(Address of Principal Executive Offices, and Zip Code)

(240) 308-8328

Registrant’s Telephone Number, Including Area Code

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		CEVA		~~The~~ Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 52.0702. ~~SUBMISSION~~Results OFof ~~MATTERS~~Operations TOand AFinancial ~~VOTE OF SECURITY HOLDERS~~Condition.

On May 57, 2025, Ceva, Inc. (the “Company”) ~~held~~announced aits ~~virtual~~financial ~~annual~~results ~~meeting~~for the quarter ended March 31, 2025. A copy of ~~stockholders~~the ~~for~~press release, dated May 7, 2025, atis ~~which~~attached ~~the~~and ~~Company’s~~filed ~~stockholders~~herewith ~~approved~~as Exhibit 99.1. On the ~~following~~same ~~five~~day, ~~proposals.~~the ~~The~~Company ~~proposals~~will ~~are~~hold ~~described~~a inconference ~~detail~~call into ~~the~~discuss ~~proxy~~its ~~statement~~financial results for the ~~annual~~first ~~meeting~~quarter ~~that~~of 2025. A copy of the ~~Company~~script of the conference call is attached hereto as Exhibit 99.2. This information, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” ~~with~~for purposes of Section 18 of the Securities ~~and~~ Exchange ~~Commission~~Act onof ~~March 25~~1934, ~~2025~~as amended, asnor ~~supplemented~~shall they be deemed incorporated by ~~definitive~~reference ~~additional~~in ~~materials~~any ~~filed~~filing onunder ~~March~~the 27Securities Act of 1933, ~~2025~~as amended, except as shall be expressly set forth by specific reference to such filing.

~~Proposal~~In 1:addition ~~Election~~to the disclosure of ~~Directors~~financial results for the quarter and year ended March 31, 2025 and 2024 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release and script also included non-GAAP gross margin, operating income, operating loss, net income and diluted income per share, and net loss and diluted loss per share for the referenced periods.

~~The~~Non-GAAP ~~following~~gross ~~directors~~margin ~~were~~for ~~elected~~the atfirst ~~the~~quarters ~~meeting~~of to2025 ~~serve~~and ~~for~~2024 each excluded (a) ~~one~~equity-~~year~~based ~~term~~compensation ~~until~~expenses ~~the~~and ~~2025~~(b) ~~annual~~amortization ~~meeting~~ of ~~stockholders:~~acquired intangibles.

Name	Votes For	Votes Withheld	Broker Non-Vote
Bernadette Andrietti	17,257,553	165,446	1,442,267
Amir Faintuch	17,365,781	57,218	1,442,267
Jaclyn Liu	15,074,562	2,348,437	1,442,267
Maria Marced	17,185,565	237,434	1,442,267
Peter McManamon	16,510,466	912,533	1,442,267
Sven-Christer Nilsson	16,272,127	1,150,872	1,442,267
Amir Panush	17,282,221	140,778	1,442,267
Louis Silver	16,266,884	1,156,115	1,442,267

Non-GAAP operating income for the first quarter of 2025 and non-GAAP operating loss for the first quarter of 2024 each excluded (a) equity-based compensation expenses, (b) the impact of the amortization of acquired intangibles and (c) costs associated with a business acquisition.

~~Proposal~~Non-GAAP 2:net ~~Approval~~income and diluted income per share for the first quarter of an2025 ~~Amendment~~and non-GAAP net loss and ~~Restatement~~diluted loss per share for the first quarter of 2024 each excluded (a) equity-based compensation expenses, (b) the ~~Company’s~~impact ~~2002~~of ~~Employee~~the ~~Stock~~amortization ~~Purchase~~of ~~Plan~~acquired intangibles, (c) costs associated with a business acquisition and (d) loss associated with the remeasurement of marketable equity securities.

The ~~approval~~Company believes that the reconciliation of anfinancial ~~amendment~~measures in the press release and ~~restatement~~script is useful to investors in analyzing the results for the quarters ended March 31, 2025 and 2024 because the exclusion of the ~~2002~~applicable ~~Employee~~expenses ~~Stock~~may ~~Purchase~~provide ~~Plan~~a (more meaningful analysis of the ~~“Purchase~~Company’s ~~Plan”)~~core ~~was~~operating ~~approved~~results and comparison of quarterly results. Further, the Company believes it is useful for investors to understand how the expenses associated with the application of FASB ASC No. 718 are reflected on its statements of income. The reconciliation of financial measures should be reviewed in addition to and in conjunction with results presented in accordance with GAAP, and are intended to provide additional insight into the Company’s operations that, when viewed with its GAAP results and the accompanying reconciliation, offer a more complete understanding of factors and trends affecting the Company’s business. The reconciliation of financial measures should not be viewed as ~~follows:~~a substitute for the Company’s reported GAAP results.

~~17,395,371~~Item ~~20,885~~9.01. ~~6,743~~Financial ~~1,442,267~~Statements and Exhibits.

~~For~~(d) ~~Against Abstained Broker Non-Vote~~Exhibits:

Proposal 3: Approval of an Amendment and Restatement of the Company’s 2011 Equity Incentive Plan

Exhibit Number			Description

99.1			Earnings release of Ceva, Inc. dated May 7, 2025
99.2			Script of the conference call of Ceva, Inc., dated May 7, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~The approval of an amendment and restatement of the 2011 Equity Incentive Plan (the “2011 Plan”) was approved as follows:~~Signature

14,649,644	2,764,294	9,061	1,442,267
For	Against	Abstained	Broker Non-Vote

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Proposal 4: Compensation of the Named Executive Officers

	CEVA, INC.

Date: May 7, 2025	By:	/s/ Yaniv Arieli
	Name:	Yaniv Arieli
	Title:	Chief Financial Officer

The advisory vote to approve the Company’s named executive officer compensation was approved as follows:

14,579,904	2,832,030	11,065	1,442,267
For	Against	Abstained	Broker Non-Vote

Proposal 5: Ratification of Appointment of Independent Auditors

The selection of Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, as independent auditors of the Company for the fiscal year ending December 31, 2025, was ratified as follows:

18,426,205	436,500	2,561	-
For	Against	Abstained	Broker Non-Vote

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CEVA, INC.
Date: May 5, 2025
By:	/s/ Yaniv Arieli
	Yaniv Arieli Chief Financial Officer

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