COO granted 4,585 CEVA (CEVA) performance-based RSUs

Rhea-AI Filing Summary

Boukaya Michael reported acquisition or exercise transactions in this Form 4 filing.

CEVA, Inc. Chief Operating Officer Michael Boukaya reported an equity award of 4,585 shares of common stock on February 15, 2026, received as a grant at a price of $0 per share. These shares are subject to performance-based restricted stock units issued under the 2011 Equity Incentive Plan.

The performance RSUs will vest 33.4% on February 15, 2026, 33.3% on February 15, 2027 and 33.3% on February 15, 2028. After this award, Boukaya beneficially owns 63,671 common shares, consisting of 27,794 shares and 35,877 unvested RSUs.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Boukaya Michael

(Last) (First) (Middle)

CEVA, INC.

15245 SHADY GROVE ROAD, SUITE 400

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CEVA INC [ CEVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		A		4,585(1)	A	$0	63,671(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares subject to restricted stock units (RSUs) with respect to which performance-based vesting conditions have been satisfied. The performance-based RSUs were issued under the 2011 Equity Incentive Plan and will vest 33.4% on February 15, 2026, 33.3% on February 15, 2027 and 33.3% on February 15, 2028.

2. Represents 27,794 shares outstanding and 35,877 unvested RSU's.

	/s/ Michael Boukaya	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CEVA (CEVA) report for Michael Boukaya?

CEVA Chief Operating Officer Michael Boukaya reported receiving 4,585 shares of common stock as a grant on February 15, 2026. The award is structured as performance-based restricted stock units under CEVA’s 2011 Equity Incentive Plan, not an open-market share purchase.

Was the CEVA (CEVA) insider transaction a stock purchase or an equity award?

The transaction was an equity award, not an open-market stock purchase. Boukaya received 4,585 shares of CEVA common stock at a reported price of $0 per share, reflecting performance-based restricted stock units granted under the company’s 2011 Equity Incentive Plan.

What is the vesting schedule for Michael Boukaya’s 4,585 CEVA RSUs?

The 4,585 performance-based RSUs vest in three tranches over three years. They vest 33.4% on February 15, 2026, then 33.3% on February 15, 2027, and the remaining 33.3% on February 15, 2028, assuming continued satisfaction of vesting conditions.

How many CEVA (CEVA) shares does Michael Boukaya own after this Form 4 transaction?

Following the reported grant, Boukaya beneficially owns 63,671 CEVA common shares. This total includes 27,794 currently outstanding shares and 35,877 unvested restricted stock units, reflecting both his existing holdings and unvested equity awards.

What type of equity plan governs Michael Boukaya’s new CEVA RSU award?

The performance-based restricted stock units were issued under CEVA’s 2011 Equity Incentive Plan. This plan provides for stock-based compensation, and in this case the award’s performance conditions have been satisfied, allowing time-based vesting over three consecutive years.

What role does Michael Boukaya hold at CEVA (CEVA) in this insider report?

In this insider ownership report, Michael Boukaya is identified as CEVA’s Chief Operating Officer. His position as an executive officer requires public reporting of equity grants and changes in beneficial ownership of CEVA common stock under Section 16 regulations.