Silvaco ups ATM capacity to $35M for common stock

Silvaco Group, Inc. amends its at‑the‑market offering to increase capacity to $35,000,000 pursuant to the Sales Agreement with Jefferies.

Rhea-AI Filing Summary

Silvaco Group, Inc. amends its at‑the‑market offering to increase capacity to $35,000,000 pursuant to the Sales Agreement with Jefferies.

This prospectus supplement adds $20.0 million of issuance authority to the existing ATM program for a total of $35.0 million, with sales to be made on a best‑efforts, at‑the‑market basis. As of May 7, 2026, Silvaco sold 752,744 shares for an aggregate offering price of approximately $4,331,280, leaving up to $30,668,720 available under this supplement. The company reports a public float market value of $175,270,596 based on 32,688,557 shares outstanding as of May 6, 2026, allowing reliance on General Instruction I.B.1 of Form S‑3 rather than the baby‑shelf rule. Jefferies may receive commissions up to 3.0% of gross sales.

Insights

Capital Markets Attorney

Prospectus supplement increases ATM capacity and shifts S‑3 reliance after float exceeded $75M.

The supplement formally raises the at‑the‑market program by $20.0 million to a $35.0 million ceiling, keeping the existing Sales Agreement terms with Jefferies in place. This change is procedural and tied to the company’s reported public float crossing the $75 million threshold under Form S‑3 rules.

Key dependencies include the Sales Agreement mechanics and ongoing market sales; cash‑flow treatment follows ATM sales and Jefferies’ 3.0% commission. Subsequent SEC filings will show actual issuance volumes and any material amendments.

Equity Capital Markets Specialist

ATM increase provides a ready issuance channel but actual dilutive impact depends on sales executed.

The filing documents that 752,744 shares have been sold to date for about $4.33M, leaving $30.67M of potential issuance under this supplement. The mechanics remain at‑the‑market under Rule 415(a)(4), which permits flexible timing and sizes.

Investors may watch future periodic filings for issuance pace and aggregate dilution metrics; the supplement itself does not signal immediate large‑block sales beyond previously disclosed activity.

Key Figures

ATM capacity: $35,000,000 Additional capacity: $20.0 million Shares sold to date: 752,744 shares +5 more

8 metrics

ATM capacity <money>$35,000,000</money> total at‑the‑market program capacity after supplement

Additional capacity <money>$20.0 million</money> increase added by this prospectus supplement

Shares sold to date 752,744 shares sold through ATM as of <date>May 7, 2026</date>

Aggregate sales to date <money>$4,331,280</money> aggregate offering price received through ATM as of <date>May 7, 2026</date>

Remaining potential sales <money>$30,668,720</money> available under this prospectus supplement after prior sales

Shares outstanding 32,688,557 shares outstanding as of <date>May 6, 2026</date

Public float market value <money>$175,270,596</money> calculated using $12.46 per share as of <date>May 6, 2026</date

Agent commission <percent>3.0%</percent> maximum commission payable to Jefferies per gross sales price

Key Terms

at‑the‑market offering, Sales Agreement, General Instruction I.B.6, Form S‑3 reliance

4 terms

at‑the‑market offering financial

"Sales of our common stock...deemed to be an “at the market offering”"

An at-the-market offering is a way a publicly traded company sells newly issued shares directly into the market at prevailing trading prices, similar to a shop adding extra items to the shelf and selling them at whatever the current price tag is. It matters to investors because it can raise cash gradually without a big one-time sale, but it can also increase the number of shares available and put downward pressure on the stock price, changing the value of existing holdings.

Sales Agreement regulatory

"We have previously entered into an Open Market Sale (the “Sales Agreement”) with Jefferies"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

General Instruction I.B.6 regulatory

"General Instruction I.B.6, often referred to as the “baby shelf” rule"

Form S‑3 reliance regulatory

"we are relying on General Instruction I.B.1 of Form S‑3"

Offering Details

ATM · <money>$35,000,000</money>

Offering

Offering Type ATM

Securities Offered common stock

Offering Amount <money>$35,000,000</money>

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Silvaco (SVCO) file in this prospectus supplement?

Silvaco increased its at‑the‑market offering capacity to $35.0 million. The supplement adds $20.0 million to the prior ATM program and keeps the Sales Agreement terms with Jefferies.

How much has Silvaco sold under the ATM program so far (SVCO)?

Silvaco sold 752,744 shares for approximately $4,331,280 as of May 7, 2026. That sale total is reported as part of the ATM program activity under the Sales Agreement.

How much common stock remains available under the new SVCO supplement?

The supplement indicates up to $30,668,720 of common stock may be offered following the increase. This figure reflects the $35.0 million capacity less amounts already sold.

Why can Silvaco rely on General Instruction I.B.1 of Form S‑3 now (SVCO)?

Silvaco reports a public float market value of $175,270,596 based on 32,688,557 shares as of May 6, 2026, exceeding the $75 million threshold and enabling reliance on I.B.1 rather than the baby‑shelf rule.

What compensation does Jefferies receive for SVCO ATM sales?

Jefferies is entitled to a commission of up to 3.0% of the aggregate gross sales price per share, unless otherwise mutually agreed. The agreement classifies Jefferies as a sales agent/underwriter for these sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 05:18 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291212

Prospectus Supplement Dated May 8, 2026

To Prospectus Supplement Dated March 13, 2026

(to Prospectus dated November 21, 2025)

 

Silvaco Group, Inc.

Up to $35,000,000
Common Stock

This Prospectus Supplement (this “prospectus supplement”), amends and supplements our base prospectus dated November 21, 2025, as amended and supplemented by the at the market offering prospectus supplement dated March 13, 2026 (the “ATM prospectus supplement”). This prospectus supplement should be read in conjunction with the ATM prospectus supplement and the accompanying base prospectus. Except for the information provided in this prospectus supplement, all other information contained in the ATM prospectus supplement remains unchanged.

We have previously entered into an Open Market Sale Agreement^SM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), relating to shares of our common stock, $0.0001 par value per share. Sales of our common stock, if any, under this prospectus supplement and the ATM prospectus supplement will be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

We are filing this prospectus supplement to amend the ATM prospectus supplement to reflect an increase in our existing at the market offering program to allow for the issuance of an additional $20.0 million in shares of our common stock pursuant to the Sales Agreement, for a total of $35.0 million (inclusive of any amounts sold prior to the date hereof). As of May 7, 2026, we have sold 752,744 shares of common stock with an aggregate offering price of approximately $4,331,280 through the at the market offering program pursuant to the Sales Agreement. Therefore, we may offer and sell an aggregate of up to $30,668,720 of our shares of common stock pursuant to this prospectus supplement.

We previously offered and sold securities under our shelf registration statement on Form S-3 (File No. 333-291212) pursuant to General Instruction I.B.6, often referred to as the “baby shelf” rule, because our public float was below $75 million. Based on the reported sale price of our common stock of $12.46 per share, as reported on the Nasdaq Global Select Market on May 6, 2026, the aggregate market value of our public float, calculated according to General Instruction I.B.6. of Form S-3, is $175,270,596 based on 32,688,557 shares of our common stock outstanding as of May 6, 2026, 2026, of which 14,066,661 shares are held by non-affiliates. As the aggregate market value of our outstanding common equity held by non-affiliates exceeded $75 million, we are no longer subject to the baby shelf limitation on the amount of securities we may sell. Consequently, we are relying on General Instruction I.B.1 of Form S-3 and may offer and sell additional securities without the prior 12-month limitations under General Instruction I.B.6. All other terms of the existing at-the-market offering program and the Sales Agreement remain unchanged.

Jefferies will be entitled to compensation at a commission rate of up to 3.0% of the aggregate gross sales price per share sold pursuant to the Sales Agreement, unless otherwise agreed to by Jefferies and the Company. In connection with the sale of our common stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributions to Jefferies against certain civil liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended. See “Plan of Distribution” beginning on page S-9 of the ATM prospectus supplement for additional information regarding the Sales Agent’s compensation.

Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “SVCO.” On May 7, 2026, the last reported sale price of our common stock on Nasdaq was $12.06 per share.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus supplement and for future filings. See “Prospectus Supplement Summary-Implications of Being an Emerging Growth Company and a Smaller Reporting Company” beginning on page S-1 of the ATM prospectus supplement.

Investing in our common stock involves a high degree of risk. You should read this prospectus carefully before you make your investment decision. See “Risk Factors” beginning on page S-4 of the ATM prospectus supplement, as well as the documents incorporated by reference therein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Jefferies

The date of this prospectus supplement is May 8, 2026.