[8-K] CEVA INC Reports Material Event

Rhea-AI Filing Summary

Ceva, Inc. announced a firm underwritten common stock offering, entering into an agreement with J.P. Morgan Securities LLC and other underwriters to sell 3,000,000 shares of its common stock at a public offering price of $19.50 per share. The company also granted the underwriters a 30-day option to purchase up to an additional 450,000 shares. The shares are being issued under an existing shelf registration statement on Form S-3, and the closing of the offering is expected to occur on November 20, 2025. Legal counsel Morrison & Foerster LLP provided an opinion on the legality of the shares, and Ceva issued press releases announcing the commencement and pricing of the offering.

Insights

Equity Capital Markets Analyst

Ceva launches an underwritten primary equity offering at $19.50 per share.

Ceva, Inc. is raising capital through a firmly underwritten sale of 3,000,000 common shares at $19.50 per share, with a 30-day option for underwriters to buy up to 450,000 additional shares. This is a primary issuance under an already effective Form S-3 shelf, which is a standard mechanism for accessing public equity markets.

The transaction is led by J.P. Morgan Securities LLC as representative of the underwriters, indicating that a major bank is backing distribution. An opinion from Morrison & Foerster LLP confirms the legality of the share issuance, which is customary for registered offerings.

The offering’s actual impact will depend on the relationship between the new shares and Ceva’s existing share count and how the market responds after the expected closing on November 20, 2025. Company press releases dated November 17, 2025 and November 18, 2025 formally announced the start and pricing of the deal.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 17, 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 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		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 1.01. Entry into a Material Definitive Agreement.

On November 18, 2025, Ceva, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the underwriters (the “Underwriters”). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 3,000,000 shares of its common stock, $0.001 par value per share (“Common Stock”), at a public offering price of $19.50. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 450,000 shares of Common Stock. The Common Stock was offered and sold pursuant to a prospectus supplement, dated November 18, 2025, and a shelf registration statement on Form S-3 (File No. 333-281323), which became effective on August 16, 2024. The closing of the offering is expected to occur on November 20, 2025.

A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.

Morrison & Foerster LLP, counsel to the Company, delivered an opinion as to the legality of the issuance and sale of Common Stock in the offering, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On November 17, 2025, the Company issued a press release announcing the commencement of the offering, and on November 18, 2025, the Company issued a press release announcing the pricing of the offering. A copy of each press release is attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

Item 9.01 Financial Statements and 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.

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: November 18, 2025
	By:	/s/ Yaniv Arieli
		Yaniv Arieli
		Chief Financial Officer

FAQ

What did CEVA announce in this 8-K filing?

Ceva, Inc. reported that it entered into an underwriting agreement with J.P. Morgan Securities LLC and other underwriters for a public offering of its common stock. The company agreed to sell 3,000,000 shares at a public offering price of $19.50 per share under an effective Form S-3 shelf registration statement.

How many CEVA shares are being offered and at what price?

Ceva agreed to sell 3,000,000 shares of its common stock at a public offering price of $19.50 per share. These terms are set out in the underwriting agreement dated November 18, 2025.

Does the CEVA offering include an option for additional shares?

Yes. Under the underwriting agreement, Ceva granted the underwriters a 30-day option to purchase up to an additional 450,000 shares of common stock, which can be used to cover any over-allotments in the offering.

When is the CEVA stock offering expected to close?

The company states that the closing of the offering is expected to occur on November 20, 2025, following the execution of the underwriting agreement on November 18, 2025.

Under what registration statement is CEVA conducting this offering?

The common stock is being offered and sold pursuant to a shelf registration statement on Form S-3 (File No. 333-281323), which became effective on August 16, 2024, along with a prospectus supplement dated November 18, 2025.

Who provided the legal opinion for CEVA's stock issuance?

Morrison & Foerster LLP, acting as counsel to Ceva, delivered a legal opinion on the validity of the issuance and sale of the common stock in the offering. This opinion is included as Exhibit 5.1.

What exhibits are attached to this CEVA 8-K related to the offering?

The filing includes the Underwriting Agreement (Exhibit 1.1), the legal opinion from Morrison & Foerster LLP (Exhibit 5.1), and two press releases announcing commencement (Exhibit 99.1) and pricing (Exhibit 99.2) of the offering, plus an Inline XBRL cover page file (Exhibit 104).