CEVA (CEVA) CFO awarded 5,158 performance-based RSUs at $0 price

Rhea-AI Filing Summary

CEVA's chief financial officer Yaniv Arieli reported an acquisition of 5,158 shares of common stock on a grant or award basis at a price of $0 per share. These shares relate to performance-based restricted stock units issued under the 2011 Equity Incentive Plan.

The RSUs will vest 33.4% on February 15, 2026, 33.3% on February 15, 2027, and 33.3% on February 15, 2028. Following this award, Arieli beneficially owns 137,378 shares in total, consisting of 94,871 shares outstanding and 42,507 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^*

Arieli Yaniv

(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 Financial 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		5,158(1)	A	$0	137,378(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 94,871 shares outstanding and 42,507 unvested RSU's.

	/s/ Yaniv Arieli	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did CEVA (CEVA) report for Yaniv Arieli?

CEVA’s chief financial officer Yaniv Arieli reported acquiring 5,158 shares of common stock via a grant at $0 per share. The award consists of performance-based restricted stock units that were earned under the company’s 2011 Equity Incentive Plan after vesting conditions were satisfied.

How many CEVA (CEVA) shares does Yaniv Arieli own after this Form 4 filing?

After the reported transaction, Yaniv Arieli beneficially owns 137,378 CEVA shares. This total includes 94,871 shares outstanding and 42,507 unvested restricted stock units, reflecting both currently held stock and stock scheduled to vest over time.

What type of equity award did CEVA (CEVA) grant in this Form 4?

The filing shows a grant of performance-based restricted stock units (RSUs) that converted into 5,158 common shares. These RSUs were issued under CEVA’s 2011 Equity Incentive Plan after performance conditions were met, providing equity compensation instead of a cash purchase.

What is the vesting schedule of Yaniv Arieli’s CEVA (CEVA) RSUs?

Arieli’s performance-based RSUs will vest in three tranches: 33.4% on February 15, 2026, 33.3% on February 15, 2027, and 33.3% on February 15, 2028. This staged vesting links his equity compensation to continued service over several years.

Did Yaniv Arieli pay cash for the CEVA (CEVA) shares reported in the Form 4?

No cash was paid for these shares; the filing lists a $0 price per share. The 5,158 shares came from a grant of performance-based restricted stock units, representing equity compensation rather than an open-market stock purchase.

What does the CEVA (CEVA) Form 4 indicate about performance-based RSUs?

The Form 4 notes that performance-based RSUs had vesting conditions that were satisfied, leading to the 5,158-share award. It specifies that these RSUs were granted under the 2011 Equity Incentive Plan and will vest over three annual dates from 2026 through 2028.