Silvaco Group (SVCO) aligns director removal bylaws with charter

Rhea-AI Filing Summary

Silvaco Group, Inc. updated its corporate governance by adopting Amended and Restated Bylaws, effective February 13, 2026. The board of directors approved these changes to align the stockholder approval threshold required for removing directors with the threshold already set out in the company’s Amended and Restated Certificate of Incorporation.

The detailed terms of the new bylaws are contained in the Amended and Restated Bylaws filed as Exhibit 3.2, which are incorporated by reference. This change focuses on consistency between the company’s core governing documents rather than altering its business operations or financial position.

FALSE0001943289--12-3100019432892025-03-052025-03-05

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): February 13, 2026

Silvaco Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42043

27-1503712

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

Silvaco Group Inc.

4701 Patrick Henry Drive, Building #23

Santa Clara, CA 95054

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 567-1000

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

Name of each exchange on which registered

Common stock, $0.0001 par value per share

SVCO

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors of Silvaco Group, Inc. (the “Company”) approved Amended and Restated Bylaws of the Company, effective February 13, 2026, to align the threshold for stockholder approval for the removal of directors with the Company’s Amended and Restated Certificate of Incorporation.

The above summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.2						Amended and Restated Bylaws of Silvaco Group, Inc.
104						Cover page interactive data file (embedded within the Inline XBRL document)

SIGNATURES

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.

SILVACO GROUP, INC.

Date: February 19, 2026

By:

/s/ Candace Jackson

Candace Jackson

SVP, General Counsel and Corporate Secretary

FAQ

What governance change did Silvaco Group, Inc. (SVCO) disclose in this 8-K?

Silvaco Group, Inc. disclosed that its board approved Amended and Restated Bylaws, effective February 13, 2026, to align the stockholder approval threshold for removing directors with the company’s Amended and Restated Certificate of Incorporation.

When did Silvaco Group’s amended and restated bylaws become effective?

The Amended and Restated Bylaws of Silvaco Group, Inc. became effective on February 13, 2026. This date reflects when the board’s approval took effect and the revised governance provisions formally applied to director removal thresholds.

Why did Silvaco Group (SVCO) amend and restate its bylaws?

Silvaco Group amended and restated its bylaws to align the stockholder approval threshold for removing directors with the corresponding provisions in its Amended and Restated Certificate of Incorporation, improving consistency between its principal governing documents.

Where can investors find the full text of Silvaco Group’s new bylaws?

Investors can find the full text of Silvaco Group, Inc.’s Amended and Restated Bylaws in Exhibit 3.2 to the current report. That exhibit is incorporated by reference and contains the complete, controlling bylaw language.

Does the Silvaco Group 8-K include any financial statements or earnings data?

The 8-K focuses on governance changes to Silvaco Group’s bylaws and does not present financial statements or earnings data, instead listing only governance-related exhibits such as the Amended and Restated Bylaws and the cover page data file.

Which Nasdaq market is Silvaco Group, Inc. (SVCO) listed on?

Silvaco Group, Inc.’s common stock, with a par value of $0.0001 per share, is listed on The Nasdaq Global Select Market under the trading symbol SVCO, as indicated in the securities registration section.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.2 EX-3.2 258.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.8 KB