CEVA ANNOUNCES COMMENCEMENT OF UNDERWRITTEN PUBLIC OFFERING OF COMMON STOCK

Rhea-AI Summary

Ceva (NASDAQ: CEVA) announced an underwritten public offering of 3,000,000 shares of common stock on November 17, 2025, with a 30-day underwriter option to purchase up to 450,000 additional shares. All shares are to be sold by Ceva and are expected to list on the Nasdaq Global Select Market. The company said proceeds are intended to increase financial flexibility, fund potential acquisitions or investments in complementary technologies or businesses, and for working capital, capital expenditures, repurchases, and other corporate purposes.

The offering will be led by J.P. Morgan with UBS, TD Cowen, Stifel, Needham, Rosenblatt, Roth Capital, and Loop Capital participating; a preliminary prospectus supplement will be filed with the SEC.

Positive

• Planned issuance of proceeds to fund potential acquisitions
• Intent to increase public float and financial flexibility
• Use of proceeds includes working capital and capital expenditures

Negative

• Share offering of 3,000,000 could cause shareholder dilution
• Underwriters' 30-day option for 450,000 shares may increase dilution
• No assurance on completion, size, pricing, or timing of offering

ROCKVILLE, Md., Nov. 17, 2025 /PRNewswire/ -- Ceva, Inc. (NASDAQ: CEVA) today announced that it has commenced an underwritten public offering of 3,000,000 shares of its common stock. Ceva has also agreed to grant the underwriters a 30-day option to purchase up to an additional 450,000 shares of its common stock. All of the shares to be sold in the proposed offering are to be sold by Ceva. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The shares of common stock offered in this offering are expected to be listed for trading on the Nasdaq Global Select Market.

The principal purposes of this proposed offering are to increase Ceva's financial flexibility, obtain additional capital and to increase its public float. Ceva intends to use the net proceeds from this proposed offering to fund potential acquisitions of, or investments in, complementary technologies or businesses. Ceva may also use the net proceeds from this proposed offering for working capital, capital expenditures, share repurchases and other general corporate purposes.

J.P. Morgan is acting as lead book-running manager for the proposed offering. UBS Investment Bank is acting as junior active book-running manager for the proposed offering. TD Cowen and Stifel are acting as additional book-running managers for the proposed offering. Needham & Company, Rosenblatt, Roth Capital Partners and Loop Capital Markets are acting as co-managers for the proposed offering. 

The proposed offering is being made pursuant to a shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission (the "SEC") on August 7, 2024 and became effective on August 16, 2024. A preliminary prospectus supplement and accompanying prospectus relating to the proposed offering will be filed with the SEC and will be available for free on the SEC's website located at http://www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the proposed offering may be obtained from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com; UBS Securities LLC, Attention: Prospectus Department, 11 Madison Avenue, New York, New York 10010, or by emailing ol-prospectus-request@ubs.com; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email: TDManualrequest@broadridge.com; and Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104, or by telephone at (415) 364-2720 or by email at syndprospectus@stifel.com.

Prospective investors should read the prospectus forming a part of the registration statement and the prospectus supplement relating to the proposed offering, when available, and the other documents that Ceva has filed with the SEC for more complete information about Ceva and the proposed offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Ceva, Inc.

At Ceva, we are passionate about bringing new levels of innovation to the smart edge. Our wireless communications, sensing and Edge AI technologies are at the heart of some of today's most advanced smart edge products. From Bluetooth, Wi-Fi, UWB and 5G platform IP for ubiquitous, robust communications, to scalable Edge AI NPU IPs, sensor fusion processors and embedded application software that make devices smarter, we have the broadest portfolio of IP to connect, sense and infer data more reliably and efficiently. We deliver differentiated solutions that combine outstanding performance at ultra-low power within a very small silicon footprint. Our goal is simple – to deliver the silicon and software IP to enable a smarter, safer, and more interconnected world. This philosophy is in practice today, with Ceva powering more than 20 billion of the world's most innovative smart edge products from AI-infused smartwatches, IoT devices and wearables to autonomous vehicles and 5G mobile networks.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release are forward-looking statements, including statements relating to the proposed offering, including the structure, timing, size and completion of the offering and the anticipated use of proceeds therefrom, and the grant of the option to purchase additional shares. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplates," "believes," "estimates," "predicts," "potential," "upcoming" or "continue" or the negative of these terms or other similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed public offering, the risks and uncertainties inherent in Ceva's business, including the risks and uncertainties described in the company's periodic filings with the SEC. The events and circumstances reflected in the company's forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Additional information on risks facing Ceva can be found under the heading "Risk Factors" in Ceva's periodic filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2024, and in the preliminary prospectus supplement related to the proposed offering to be filed with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, Ceva does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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SOURCE Ceva, Inc.

FAQ

How many shares is Ceva (CEVA) offering in the November 17, 2025 deal?

Ceva is offering 3,000,000 shares with a 30-day option for up to 450,000 additional shares.

What will Ceva (CEVA) use the net proceeds from the offering for?

Ceva intends to use proceeds to fund potential acquisitions or investments, and for working capital, capex, repurchases, and general corporate purposes.

Will Ceva (CEVA) shares from the offering be listed on an exchange?

The shares are expected to be listed for trading on the Nasdaq Global Select Market.

Who are the lead managers for Ceva's (CEVA) public offering?

J.P. Morgan is lead book-running manager; UBS is junior active book-running manager.

Is the completion or size of Ceva's (CEVA) offering guaranteed?

No; the company stated there can be no assurance about completion, size, terms, or timing.