[8-K] CEVA Inc. Reports Material Event

Rhea-AI Filing Summary

Ceva, Inc. announced financial results for the quarter ended June 30, 2025 and attached its earnings release and the conference call script as exhibits to this Form 8-K. The filing states that the press release and call script present the company’s GAAP results for the quarter and year ended June 30, 2025 and 2024 and also include non-GAAP measures.

The non-GAAP disclosures cover gross margin, operating income, net income and diluted income per share. The company explains that its non-GAAP amounts exclude equity-based compensation and amortization of acquired intangibles; operating income also excludes costs associated with an asset acquisition; net income measures further exclude loss from remeasurement of marketable equity securities. The filing states reconciliations are provided in the attached materials and are intended to be considered alongside GAAP results.

Positive

• Attached exhibits include an earnings release (Exhibit 99.1) and a conference call script (Exhibit 99.2).
• Company discloses both GAAP and non-GAAP measures and provides reconciliations and rationale for the adjustments.

Negative

• This 8-K does not include the numeric GAAP or non-GAAP figures inline; those details are only in the attached exhibits.
• Non-GAAP measures exclude equity-based compensation and amortization of acquired intangibles (and additional items), which materially change reported operating and net results versus GAAP.

Insights

Financial Analyst

TL;DR: Routine earnings disclosure with GAAP and non-GAAP results attached; reconciliations provided but numeric details are in exhibits.

The 8-K notifies investors that Ceva disclosed GAAP results and supplemental non-GAAP metrics for Q2 2025 and year-to-date comparisons to 2024. The document enumerates specific non-GAAP exclusions—equity-based compensation, amortization of acquired intangibles, asset-acquisition costs and a remeasurement loss—so readers can assess adjustments when they review the attached reconciliations. As a standalone filing, the 8-K signals standard transparency about adjustments but does not embed the numeric reconciliations in-line.

Corporate Governance Expert

TL;DR: Disclosure follows good-practice by attaching detailed exhibits and explaining non-GAAP adjustments; the filing itself is administrative.

The filing documents that the company provided both the earnings release and the conference call script as exhibits and explicitly described the nature of its non-GAAP adjustments. This approach supports disclosure transparency by identifying adjustment categories and stating that reconciliations accompany the releases. The 8-K does not present governance changes, officer departures, or litigation; it focuses on reporting and supplemental metric disclosure.

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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): August 11, 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		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 2.02. Results of Operations and Financial Condition.

On August 11, 2025, Ceva, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2025. A copy of the press release, dated August 11, 2025, is attached and filed herewith as Exhibit 99.1. On the same day, the Company held a conference call to discuss its financial results for the second quarter of 2025. A copy of the 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” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

In addition to the disclosure of financial results for the quarter and year ended June 30, 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, net income and diluted income per share for the referenced periods.

Non-GAAP gross margin for the second quarters of 2025 and 2024 each excluded (a) equity-based compensation expenses and (b) amortization of acquired intangibles.

Non-GAAP operating income for the second 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 acquisition.

Non-GAAP net income and diluted income per share for the second quarters of 2025 and 2024 each excluded (a) equity-based compensation expenses, (b) the impact of the amortization of acquired intangibles, (c) costs associated with an asset acquisition and (d) loss associated with the remeasurement of marketable equity securities.

The 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 June 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 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 a substitute for the Company’s reported GAAP results.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number			Description
99.1			Earnings release of Ceva, Inc. dated August 11, 2025
99.2			Script of the conference call of Ceva, Inc., dated August 11, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

Signature

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: August 11, 2025	By:	/s/ Yaniv Arieli
	Name:	Yaniv Arieli
	Title:	Chief Financial Officer

FAQ

What did CEVA (CEVA) disclose in this Form 8-K?

Ceva disclosed its financial results for the quarter ended June 30, 2025 and attached an earnings release and conference call script as Exhibits 99.1 and 99.2.

Does the 8-K include GAAP and non-GAAP results for CEVA?

Yes. The filing states the press release and script include GAAP results for the quarter and year ended June 30, 2025 and 2024, and also present non-GAAP gross margin, operating income, net income and diluted income per share.

What items does CEVA exclude from its non-GAAP measures?

Non-GAAP measures exclude equity-based compensation and amortization of acquired intangibles. Operating income also excludes costs associated with an asset acquisition; net income and EPS exclude, additionally, loss from remeasurement of marketable equity securities.

Where can investors find the reconciliations for CEVA's non-GAAP measures?

Reconciliations are provided in the attached earnings release and conference call script (Exhibits 99.1 and 99.2), as stated in the 8-K.

Who signed the 8-K filing for CEVA?

The filing was signed by Yaniv Arieli, Chief Financial Officer, as indicated in the document.