Long-serving Ceva (NASDAQ: CEVA) board member to step down in 2026

Rhea-AI Filing Summary

Ceva, Inc. announced that long‑serving director Sven‑Christer Nilsson has decided to retire from the Board of Directors. His retirement will be effective immediately before the company’s annual meeting of stockholders on June 2, 2026, and he will not stand for re‑election.

The company states that his decision is not due to any disagreement with the Board or Ceva on operations, policies or practices. Nilsson has served on the Board since November 2002 and is a member of the Audit and Strategy Committees and Chair of the Nomination and Governance Committee. A press release detailing his retirement is furnished as an exhibit.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual meeting date: June 2, 2026 Board service start: November 2002 Devices shipped using Ceva IP: More than 20 billion devices +1 more

4 metrics

Annual meeting date June 2, 2026 Date of Ceva’s 2026 annual meeting of stockholders

Board service start November 2002 Month and year Sven-Christer Nilsson joined Ceva’s Board

Devices shipped using Ceva IP More than 20 billion devices Cumulative devices shipped with Ceva technology

Customer count 400+ customers Number of customers worldwide using Ceva IP

Key Terms

Board of Directors, Audit Committee, Nomination and Governance Committee, Regulation FD Disclosure, +1 more

5 terms

Board of Directors financial

"announced that Sven-Christer Nilsson will retire from its Board of Directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Audit Committee financial

"He also serves on the Audit Committee, Strategy Committee, and is the Chair"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Nomination and Governance Committee financial

"and is the Chair of the Nomination and Governance Committee"

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure. On April 20, 2026, the Company issued"

inline XBRL technical

"Cover Page Interactive Data File (formatted as inline XBRL and contained"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

false 0001173489 0001173489 2026-04-20 2026-04-20

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): April 20, 2026

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		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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 20, 2026, Sven-Christer Nilsson notified Ceva, Inc. (the “Company”) of his decision to retire from the Company’s Board of Directors (the “Board”), effective immediately prior to the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). As a result, Mr. Nilsson will not stand for re-election at the 2026 Annual Meeting.

Mr. Nilsson’s retirement from the Board is not the result of any disagreements with the Board or the Company on matters related to the Company’s operations, policies or practices.

Item 7.01. Regulation FD Disclosure.

On April 20, 2026, the Company issued a press release announcing Mr. Nilsson’s retirement from the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

The information included in this Item 7.01 and in Exhibit 99.1 attached hereto 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, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
99.1		Press Release of Ceva, Inc., dated April 20, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CEVA, INC.
Date: April 20, 2026	By:	/s/ Dotan Bar-Natan
	Name:	Dotan Bar-Natan
	Title:	Chief Legal Officer

Exhibit 99.1

Ceva, Inc. Announces Retirement of Long-Serving Board Member Sven-Christer Nilsson

ROCKVILLE, MD., April 20, 2026 – Ceva, Inc. (NASDAQ: CEVA), the leading licensor of silicon and software IP for the Smart Edge, today announced that Sven-Christer Nilsson will retire from its Board of Directors and will not seek re-election at the Company’s upcoming annual meeting of stockholders on June 2, 2026.

Mr. Nilsson has served as a member of Ceva’s Board of Directors since November 2002. He also serves on the Audit Committee, Strategy Committee, and is the Chair of the Nomination and Governance Committee. Following more than two decades of dedicated service, Mr. Nilsson has informed the Board of his decision to retire.

Peter McManamon, Chairman of the Board of Ceva, commented, “On behalf of the entire Board of Directors and management team, I would like to extend our sincere thanks to Sven-Christer for his many years of dedicated service and commitment to Ceva. Over more than 20 years, Sven-Christer has provided invaluable leadership, deep industry insight and thoughtful guidance to the Board and management team. We are truly grateful for his contributions and wish him all the very best in his retirement.”

Mr. Nilsson brought decades of leadership experience in the telecommunications industry, including senior executive roles at Ericsson, and has served on the boards of several public companies and institutions in Europe and the US.

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 20 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 

FAQ

What board change did Ceva (CEVA) disclose in this 8-K?

Ceva reported that long-serving director Sven-Christer Nilsson has decided to retire from its Board. His retirement becomes effective immediately before the June 2, 2026 annual meeting, and he will not stand for re-election at that meeting.

Did Sven-Christer Nilsson resign from Ceva (CEVA) over a disagreement?

No. Ceva states that Sven-Christer Nilsson’s retirement from the Board is not the result of any disagreements with the Board or the company regarding operations, policies, or practices, indicating a planned and amicable transition in board composition.

How long has Sven-Christer Nilsson served on Ceva’s (CEVA) Board?

Sven-Christer Nilsson has served on Ceva’s Board of Directors since November 2002. This reflects more than two decades of board service, during which he also held key committee roles supporting governance, strategy, and oversight at the company.

What board committees did Nilsson serve on at Ceva (CEVA)?

Nilsson served on Ceva’s Audit Committee and Strategy Committee and was Chair of the Nomination and Governance Committee. These roles placed him at the center of oversight for financial reporting, strategic direction, and board composition and governance matters.

When is Ceva’s (CEVA) 2026 annual meeting of stockholders?

Ceva’s upcoming annual meeting of stockholders is scheduled for June 2, 2026. Sven-Christer Nilsson’s retirement from the Board will become effective immediately prior to this meeting, and he will not be a candidate for re-election at that time.

What business does Ceva (CEVA) describe in the press release?

Ceva describes itself as a leading licensor of silicon and software IP for the smart edge. Its AI-focused portfolio enables devices to connect, sense, and infer, with more than 20 billion devices shipped and over 400 customers using its technology worldwide.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB