Form 8-K

8-K — CEVA INC

Accession: 0001437749-26-015998

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0001173489

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ceva20260510_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_960108.htm)

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0001173489

2026-05-11

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 11, 2026

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 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))

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

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 2.02. Results of Operations and Financial Condition.

On May 11, 2026, Ceva, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2026. A copy of the earnings release, dated May 11, 2026, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number

Description

99.1

Earnings release of Ceva, Inc. dated May 11, 2026

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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 11, 2026

By:

/s/ Yaniv Arieli

Name:

Yaniv Arieli

Title:

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_960108.htm · Sequence: 2

ex_960108.htm

Exhibit 99.1

Ceva, Inc. Announces First Quarter 2026 Financial Results

Highlights strong licensing growth driven by integrated solutions and accelerating edge AI adoption

ROCKVILLE, MD., May 11, 2026 – Ceva, Inc. (NASDAQ: CEVA), the leading licensor of silicon and software IP for the Smart Edge, today announced its financial results for the first quarter ended March 31, 2026.

First Quarter Highlights: *

●

Delivered total revenues of $27.0 million, up 11% year-over-year

●

Licensing and related revenues of $17.8 million, up 18% year-over-year and the highest in three years

●

Royalty revenues of $9.2 million, with smart edge royalties up 8% year-over-year, driven by record shipments in Wi-Fi, and strong contribution from cellular IoT, 5G infrastructure and automotive AI

●

Signed 14 IP licensing agreements, including several multi-technology engagements with existing customers

●

Secured a major customer win for Bluetooth High Data Throughput (HDT) solution, including Ceva’s internally developed RF technology, demonstrating its system-level connectivity strategy

●

Expanded customer engagements in 5G NTN and Ultra-Wideband, increasing value per design

●

AI represented more than 20% of licensing and related revenues, with strong growth and key production milestones, including the Renesas R-Car V4H platform entering the 2026 Toyota RAV4, alongside a collaboration with NXP for its latest software-defined vehicle processors

*Unless otherwise stated, all comparisons are to first quarter 2025.

Amir Panush, Chief Executive Officer of Ceva, commented, “We delivered a strong start to 2026, highlighted by our highest licensing and related revenues in three years and continued momentum across our connectivity and AI portfolios. Importantly, this quarter reflects the successful execution of our strategy to expand beyond discrete IP into more integrated, system-level solutions. A major Bluetooth HDT licensing agreement, including RF, alongside our expansion in 5G NTN and Ultra-Wideband, demonstrates how we are increasing our value per design and deepening customer engagement. We also saw encouraging trends in royalties, with continued strength across our smart edge markets, partially offset by softness in smartphones.”

“In AI, our growth strategy and relentless focus on market-leading innovation are translating into production, with our technology integrated into leading automotive platforms and entering mass-volume production. With AI contributing over 20% of licensing and related revenues and a strong pipeline of engagements, we believe we are well positioned as the industry accelerates toward hybrid AI and the expansion of Physical AI at the edge.”

Business and Market Highlights

During the first quarter, Ceva signed 14 IP licensing agreements across connectivity, AI, and satellite communications, including several multi-technology engagements aligned with its strategy to deliver more integrated, system-level solutions.

The company secured a major full-stack Bluetooth HDT solution license, marking a key milestone in expanding value per design and increasing royalty contribution, while helping customers reduce integration complexity and accelerate time-to-market. Additional wins included a Wi-Fi 7 design targeting consumer IoT, a Wi-Fi 6 / Bluetooth combo engagement with a leading edge-AI SoC platform provider, and multiple Bluetooth and Wi-Fi agreements.

Ceva also expanded into new connectivity domains, introducing its PentaG-NTN platform and progressing a satellite customer engagement to a more integrated baseband solution. In Ultra-Wideband, the company launched its next-generation platform and secured a new customer as adoption accelerates across industrial and automotive applications.

In AI, Ceva continued to expand its footprint with multiple licensing agreements and achieved a key production milestone, with its AI DSP and accelerator deployed in the Renesas R-Car V4H platform, now entering production in the 2026 Toyota RAV4. The company also announced a collaboration with NXP for its latest software-defined vehicle processors. AI represented more than 20% of licensing and related revenues in the quarter, reflecting strong growth and increasing contribution.

Across its markets, Ceva continues to see strong demand in IoT and AI-driven applications, with record Wi-Fi shipments and significant growth in cellular IoT. These trends, together with the shift toward more integrated, system-level solutions and increasing adoption of Bluetooth and Wi-Fi combo chips, are driving higher value per device and reinforcing the company’s long-term royalty growth model.

Other first quarter financial data: *

●

GAAP gross margin was 86%, in line with last year

●

GAAP operating loss was $5.1 million, as compared to a GAAP operating loss of $4.4 million

●

GAAP net loss was $4.5 million, as compared to a GAAP net loss of $3.3 million

●

GAAP diluted loss per share was $0.16, as compared to GAAP diluted loss per share of $0.14

●

Non-GAAP gross margin was 87%, in line with last year

●

Non-GAAP operating income was $0.5 million, as compared to non-GAAP operating income of $0.3 million

●

Non-GAAP net income and non-GAAP diluted earnings per share were $1.1 million and $0.04, respectively, compared with non-GAAP net income and non-GAAP diluted earnings per share of $1.4 million and $0.06, respectively

*Unless otherwise stated, all comparisons are to first quarter 2025.

Yaniv Arieli, Chief Financial Officer of Ceva, added, “Our first quarter results reflect strong licensing execution and the continued progression toward higher-value, multi-technology engagements. This shift is driving improved economics per deal and strengthening the long-term royalty potential of our business. We also continue to see encouraging trends across our diversified end markets, particularly in IoT and AI-driven applications. We continue to manage the impact of a weaker U.S. dollar and are implementing measures to partially offset the resulting expenses.”

Ceva Conference Call

On May 11, 2026, Ceva management will conduct a conference call at 8:30 a.m. Eastern Time to discuss the operating performance for the quarter.

The conference call will be available via the following dial in numbers:

●

U.S. Participants: Dial 1-844-435-0316 (Access Code: Ceva)

●

International Participants: Dial +1-412-317-6365 (Access Code: Ceva)

The conference call will also be available live via webcast at the following link: https://app.webinar.net/N8PRLk4oljM. Please go to the web site at least fifteen minutes prior to the call to register.

For those who cannot access the live broadcast, a replay will be available by dialing +1 855-669-9658 or +1 412-317-0088 (access code: 4033535) from one hour after the end of the call until 9:00 a.m. (Eastern Time) on May 18, 2026. The replay will also be available at Ceva's web site at www.ceva-ip.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, as well as assumptions that if they materialize or prove incorrect, could cause the results of Ceva to differ materially from those expressed or implied by such forward-looking statements and assumptions. Forward-looking statements include statements about Ceva’s positioning for future growth and to serve as a foundational technology provider for intelligent, connected devices, licensing agreement wins, future industry demand, our market position for the future and future growth in the demand of our products, our forecast of financial measures for the following quarter and 2026, our long term targets and underlying assumptions, our future investments, expectations about future market, the success of our strategies and agreements, visibility into future revenue streams, and Ceva’s focus on expense management and profitability improvement. The risks, uncertainties and assumptions that could cause differing Ceva results include: the effect of intense industry competition; the ability of Ceva's technologies and products incorporating Ceva's technologies to achieve market acceptance; Ceva's ability to meet changing needs of end-users and evolving market demands; the lengthy sales cycle for IP and related solutions; Ceva's ability to diversify royalty streams and license revenues; geopolitical risks and instability, including the impact of tariffs and other trade measures and potential disruptions related to ongoing conflicts in the Middle East; and general market conditions and other risks relating to Ceva's business and industry, including, but not limited to, those that are described from time to time in our SEC filings. Ceva assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

About Ceva, Inc.

Ceva powers the Smart Edge, bridging the digital and physical worlds to bring AI-driven products to life. Our Ceva AI fabric portfolio of silicon and software IP enables devices to Connect, Sense, and Infer – the essential capabilities for the intelligent edge. From 5G, cellular IoT, Bluetooth, Wi-Fi, and UWB connectivity to scalable Edge AI NPUs, AI DSPs, sensor fusion processors and embedded software, Ceva provides the foundational IP for devices that connect, understand their environment, and act in real time.

With more than 21 billion devices shipped and trusted by 400+ customers worldwide, Ceva is the backbone of today’s most advanced smart edge products - from AI-infused wearables and IoT devices to autonomous vehicles and 5G infrastructure. Our differentiated solutions deliver seamless integration into existing design flows, total flexibility to combine solutions based on design needs and ultra‑low‑power performance in minimal silicon footprint, helping customers accelerate development, reduce risk, and bring innovative products to market faster. As technology evolves toward Physical AI, Ceva’s IP portfolio lays the foundation for systems that are always connected, contextually aware, and capable of intelligent, real-time decision-making.

Visit us at www.ceva-ip.com and follow us on LinkedIn, X, YouTube, Facebook, and Instagram.

For more information, contact:

Yaniv Arieli

Ceva, Inc.

CFO

+972.9.961.3770

yaniv.arieli@ceva-ip.com

Richard Kingston

Ceva, Inc.

VP Market Intelligence, Investor & Public Relations

+1.650.220.1948

richard.kingston@ceva-ip.com

CEVA, INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS – U.S. GAAP

U.S. dollars in thousands, except per share data

Three months ended

March 31,

2026

2025

Unaudited

Revenues:

Licensing and related revenues

17,820

15,042

Royalties

9,204

9,203

Total revenues

27,024

24,245

Cost of revenues

3,729

3,487

Gross profit

23,295

20,758

Operating expenses:

Research and development, net

19,837

17,609

Sales and marketing

3,766

3,449

General and administrative

4,660

3,933

Amortization of intangible assets

117

149

Total operating expenses

28,380

25,140

Operating loss

(5,085

)

(4,382

)

Financial income, net

1,877

2,100

Remeasurement of marketable equity securities

(54

)

Loss before taxes on income

(3,144

)

(2,336

)

Income tax expense

1,315

991

Net loss

(4,459

)

(3,327

)

Basic and diluted net loss per share

(0.16

)

(0.14

)

Weighted-average shares used to compute net loss per share (in thousands):

Basic and diluted

27,678

23,764

Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures

U.S. dollars in thousands, except per share data

Three months ended

March 31,

2026

2025

Unaudited

GAAP net loss

(4,459

)

(3,327

)

Equity-based compensation expense included in cost of revenues

182

159

Equity-based compensation expense included in research and development expenses

2,863

2,466

Equity-based compensation expense included in sales and marketing expenses

717

566

Equity-based compensation expense included in general and administrative expenses

1,610

1,132

Amortization of intangible assets related to acquisition of businesses

176

208

Costs associated with asset acquisition

144

Loss (income) associated with the remeasurement of marketable equity securities

(64

)

Non-GAAP net income

1,086

1,402

GAAP weighted-average number of Common Stock used in computation of diluted net loss per share (in thousands)

27,678

23,764

Weighted-average number of shares related to outstanding stock-based awards (in thousands)

1,810

1,618

Weighted-average number of Common Stock used in computation of diluted earnings per share, excluding the above (in thousands)

29,488

25,382

GAAP diluted loss per share

(0.16

)

(0.14

)

Equity-based compensation expense

0.19

0.18

Amortization of intangible assets related to acquisition of businesses

0.01

Costs associated with asset acquisition

0.00

0.01

Non-GAAP diluted earnings per share

0.04

0.06

Three months ended

March 31,

2026

2025

Unaudited

GAAP operating loss

(5,085

)

(4,382

)

Equity-based compensation expense included in cost of revenues

182

159

Equity-based compensation expense included in research and development expenses

2,863

2,466

Equity-based compensation expense included in sales and marketing expenses

717

566

Equity-based compensation expense included in general and administrative expenses

1,610

1,132

Amortization of intangible assets related to acquisition of businesses

176

208

Costs associated with asset acquisition

144

Total non-GAAP operating income

524

293

Three months ended

March 31,

2026

2025

Unaudited

GAAP gross profit

23,295

20,758

GAAP gross margin

Equity-based compensation expense included in cost of revenues

182

159

Amortization of intangible assets related to acquisition of businesses

Total non-GAAP gross profit

23,536

20,976

Non-GAAP gross margin

Three months ended

March 31,

2026

2025

Unaudited

GAAP operating expenses

28,380

25,140

Equity-based compensation expense included in research and development expenses

(2,863

)

(2,466

)

Equity-based compensation expense included in sales and marketing expenses

(717

)

(566

)

Equity-based compensation expense included in general and administrative expenses

(1,610

)

(1,132

)

Amortization of intangible assets related to acquisition of businesses

(117

)

(149

)

Costs associated with asset acquisition

(61

)

(144

)

Total non-GAAP operating expenses

23,012

20,683

CEVA, INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)

March 31,

December 31,

2026

2025 (*)

Unaudited

ASSETS

Current assets:

Cash and cash equivalents

21,367

40,586

Marketable securities and short-term bank deposits

194,326

181,397

Trade receivables, net

17,737

19,495

Unbilled receivables

31,135

29,860

Prepaid expenses and other current assets

16,297

13,498

Total current assets

280,862

284,836

Long-term assets:

Severance pay fund

7,225

7,530

Deferred tax assets, net

274

257

Property and equipment, net

9,010

7,054

Operating lease right-of-use assets

17,190

17,486

Investment in marketable equity securities

119

Goodwill

58,308

Intangible assets, net

868

1,044

Other long-term assets

14,370

11,686

Total assets

388,226

388,256

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Trade payables

2,388

2,418

Deferred revenues

2,968

3,496

Accrued expenses and other payables

19,224

21,026

Operating lease liabilities

2,794

1,743

Total current liabilities

27,374

28,683

Long-term liabilities:

Accrued severance pay

7,428

7,690

Operating lease liabilities

14,083

14,388

Other accrued liabilities

1,158

1,037

Total liabilities

50,043

51,798

Stockholders’ equity:

Common stock

Additional paid in-capital

343,298

337,966

Treasury stock

(1,591

)

Accumulated other comprehensive income (loss)

(660

)

Accumulated deficit

(4,483

)

(24

)

Total stockholders’ equity

338,183

336,458

Total liabilities and stockholders’ equity

388,226

388,256

(*) Derived from audited financial statements.

The Company believes that the presentation of non-GAAP measures in the press release is useful to investors in analyzing the results for the quarters ended March 31, 2026, and 2025 because the exclusion of the applicable expenses may provide a meaningful analysis of the Company’s core operating 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 in 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 a substitute for the Company’s reported GAAP results.

A reconciliation of non-GAAP guidance to the corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to the Company’s results computed in accordance with GAAP.

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May 11, 2026

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration