UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): November 17, 2025

Date of report (Date of earliest event reported): November 10, 2025

CEVA, INC.

(Exact Name of Registrant as Specified in its 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~~communications 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))

☐	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 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On November 1018, 2025, Ceva, Inc. (the “Company”) ~~announced~~entered ~~its~~into ~~financial~~an ~~results~~underwriting ~~for~~agreement (the ~~quarter~~“Underwriting ~~ended~~Agreement”) ~~September~~with ~~30, 2025~~J.P. AMorgan ~~copy~~Securities ~~of the press release~~LLC, ~~dated~~as ~~November~~representative ~~10,~~of ~~2025,~~the isunderwriters ~~attached~~(the ~~and~~“Underwriters”). ~~filed~~Pursuant ~~herewith~~to asthe ~~Exhibit~~terms ~~99.1.~~and Onconditions of the ~~same~~Underwriting ~~day~~Agreement, the Company ~~held~~agreed ato ~~conference~~sell ~~call~~3,000,000 toshares ~~discuss~~of its ~~financial~~common ~~results~~stock, ~~for~~$0.001 ~~the~~par ~~third~~value ~~quarter~~per ofshare ~~2025.~~(“Common AStock”), ~~copy~~at a public offering price of $19.50. Pursuant to the ~~script~~terms of the ~~conference~~Underwriting ~~call~~Agreement, isthe ~~attached~~Company ~~hereto~~granted asthe ~~Exhibit~~Underwriters ~~99.2.~~a ~~This~~30-day ~~information,~~option ~~including~~to ~~Exhibits~~purchase ~~99.1~~up ~~and~~to ~~99.2~~an ~~attached~~additional ~~hereto~~450,000 ~~shall~~shares ~~not~~of beCommon ~~deemed~~Stock. ~~“filed”~~The ~~for~~Common ~~purposes~~Stock ofwas ~~Section~~offered 18and ofsold ~~the~~pursuant ~~Securities~~to ~~Exchange~~a ~~Act~~prospectus ~~of 1934~~supplement, asdated ~~amended~~November 18, ~~nor~~2025, ~~shall~~and ~~they~~a beshelf ~~deemed~~registration ~~incorporated~~statement byon ~~reference~~Form inS-3 ~~any~~(File ~~filing~~No. 333-281323), ~~under~~which ~~the~~became ~~Securities~~effective ~~Act~~on ofAugust ~~1933~~16, as2024. ~~amended,~~The ~~except~~closing asof ~~shall~~the beoffering ~~expressly~~is ~~set~~expected ~~forth~~to byoccur ~~specific~~on ~~reference~~November to20, ~~such filing~~2025.

InA ~~addition~~copy ~~to the disclosure~~ of ~~financial results for~~ the ~~quarters~~Underwriting ~~and~~Agreement ~~years~~is ~~ended~~filed ~~September~~herewith ~~30,~~as ~~2025~~Exhibit ~~and~~1.1 ~~2024~~to inthis ~~accordance~~Current ~~with~~Report ~~generally~~on ~~accepted~~Form ~~accounting~~8-K ~~principles in the United States (“GAAP”), the press release~~ and ~~script~~is ~~also~~incorporated ~~included~~herein ~~non-GAAP~~by ~~gross~~reference. ~~margin,~~The ~~operating~~summary ~~income,~~set ~~net~~forth ~~income~~above ~~and~~is ~~diluted~~qualified ~~income~~in ~~per~~its ~~share~~entirety ~~for~~by ~~the~~reference ~~referenced~~to ~~periods~~Exhibit 1.1.

~~Non-GAAP~~Morrison ~~gross~~& ~~margin~~Foerster ~~for~~LLP, counsel to the ~~third~~Company, ~~quarters~~delivered an opinion as to the legality of ~~2025~~the issuance and ~~2024~~sale ~~each~~of ~~excluded~~Common (Stock in the offering, a) ~~equity-based~~copy ~~compensation~~of ~~expenses~~which ~~and~~is ~~(b)~~attached ~~the~~hereto ~~impact~~as ofExhibit ~~the~~5.1 ~~amortization~~and ofis ~~acquired~~incorporated ~~intangibles~~herein by reference.

~~Non-GAAP~~Item ~~operating~~8.01. ~~income~~Other for the third quarters of 2025 and 2024 each excluded (a) equity-based compensation expenses, (b) the impact of the amortization of acquired intangibles and (c) costs associated with an asset acquisitionEvents.

~~Non-GAAP~~On ~~net~~November ~~income~~17, ~~and~~2025, ~~diluted income per share for (1)~~ the ~~third~~Company ~~quarter~~issued ~~of 2025 excluded (~~a) ~~equity-based~~press ~~compensation~~release ~~expenses,~~announcing ~~(b)~~ the ~~impact~~commencement of the ~~amortization~~offering, ~~of acquired intangibles~~ and ~~(c)~~on ~~costs~~November ~~associated~~18, ~~with~~2025, ~~an asset acquisition and (2)~~ the ~~third~~Company ~~quarter~~issued ~~of 2024 excluded (~~a) ~~equity-based~~press ~~compensation~~release ~~expenses,~~announcing ~~(b)~~ the ~~impact~~pricing of the ~~amortization~~offering. A copy of ~~acquired~~each ~~intangibles,~~press ~~(c)~~release ~~costs~~is ~~associated~~attached ~~with~~as ~~business~~Exhibit ~~acquisitions~~99.1 and ~~(d)~~99.2, ~~income~~respectively, ~~associated~~to ~~with~~this ~~the~~Current ~~remeasurement~~Report ofon ~~marketable~~Form ~~equity securities~~8-K.

~~The~~Item Company believes that the reconciliation of financial measures in the press release and script is useful to investors in analyzing the results for the quarters ended September 30, 2025 and 2024 because the exclusion of the applicable expenses may provide a more meaningful analysis of the Company’s core operating results and comparison of quarterly results9.01 ~~Further,~~Financial ~~the~~Statements 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 businessExhibits. ~~The reconciliation of financial measures should not be viewed as a substitute for the Company’s reported GAAP results.~~

~~Item 9.01. Financial Statements and~~ (d) Exhibits.

(d) Exhibits:

Exhibit No.		Description
1.1		Underwriting Agreement, dated November 18, 2025, by and among Ceva, Inc. and J.P. Morgan Securities LLC, as representative of the underwriters.
5.1		Opinion of Morrison & Foerster LLP regarding the legality of the Common Stock.
99.1		Press Release dated November 17, 2025, announcing the commencement of the offering.
99.2		Press Release dated November 18, 2025, announcing the pricing of the offering.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Exhibit Number			Description
99.1			Earnings release of Ceva, Inc., dated November 10, 2025
99.2			Script of the conference call of Ceva, Inc., dated November 10, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

~~Signature~~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.

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

	CEVA, INC.
Date: November 18, 2025
Date: November 10, 2025	By:	/s/ Yaniv Arieli
	By:	/s/ Yaniv Arieli
	Name:	Yaniv Arieli
		Yaniv Arieli
	Title:	Chief Financial Officer
		Chief Financial Officer

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