[8-K] Silvaco Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Silvaco Group, Inc. announced that Christopher Zegarelli will join as Chief Financial Officer effective September 15, 2025. His base salary is $450,000 and he is eligible for a $400,000 sign-on bonus paid in two $200,000 installments, the first payable within 30 days of the start date and subject to repayment if he voluntarily resigns or is terminated for cause before January 1, 2027. The second installment is contingent on achieving fiscal 2026 revenue and profit targets at or above 100% of plan and continued service through December 31, 2026. He is eligible for an annual incentive target equal to 60% of base salary, prorated for 2025, with payment based on company-wide performance and at the Board's discretion. He will receive RSUs equal to $2,300,000 in value with 1/4 vesting after one year and the balance vesting quarterly to fully vest at year four. He is eligible for the Executive Severance Plan and an indemnification agreement. The company disclosed the appointment via a press release furnished as Exhibit 99.1.

Positive

• Experienced hire: Mr. Zegarelli brings extensive semiconductor CFO experience from Infineon, GaN Systems, Intel, Qualcomm, and Broadcom.
• Equity alignment: RSUs valued at $2,300,000 vest over four years, tying compensation to long-term performance.
• Performance-linked cash: Second sign-on installment tied to achieving fiscal 2026 revenue and profit targets at or above 100% of plan.
• Standard protections: Eligibility for Executive Severance Plan and an indemnification agreement provide customary executive protections.

Negative

• Material upfront cost: Total near-term cash commitment includes a $400,000 sign-on, with $200,000 paid quickly.
• Repayment dependency: First sign-on installment is subject to repayment if Mr. Zegarelli voluntarily resigns or is terminated for cause before January 1, 2027.
• Incentive uncertainty: Annual incentive payments are discretionary by the Board and therefore not guaranteed despite the 60% of salary target.

Insights

Corporate Finance Analyst

Experienced semiconductor CFO hired with significant upfront and equity compensation tied to performance.

The package combines a market-level base salary with a substantial $400,000 sign-on and a $2.3M RSU grant that vests over four years, aligning long-term incentives with shareholder value creation. The sign-on's second installment is linked to 100% of fiscal 2026 revenue and profit plan, which ties a material cash payment to near-term company targets. Annual incentive target at 60% of salary further links pay to company-wide performance, though ultimate payment is discretionary by the Board.

Corporate Governance Expert

Governance structure includes customary indemnification and severance but contains discretionary incentive and repayment clauses.

The offer includes an indemnification agreement and eligibility for the existing Executive Severance Plan, which are standard governance protections for a named executive. The first sign-on installment is subject to repayment on voluntary departure or termination for cause before January 1, 2027, which protects the company. The Board retains discretion over incentive payouts, which preserves governance oversight but reduces certainty for the executive. The filing states there are no related-party arrangements requiring Item 404 disclosure.

FALSE000194328900019432892025-03-052025-03-05

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): September 4, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2025, Silvaco Group, Inc. (the “Company”) announced that Christopher Zegarelli will join the Company as its Chief Financial Officer, effective on September 15, 2025 (the “Effective Date”).

Mr. Zegarelli, 51, has served as Senior Vice President Finance at Infineon Technologies AG, a global semiconductor manufacturing company since October 2023. He served as Chief Financial Officer of GaN Systems Inc., a global leader in GaN power semiconductors, from June 2021 until its acquisition by Infineon in October 2023.  He served as Chief Financial Officer of Thermal Engineering International Inc. from 2019 to 2021, and as Chief Financial Officer of indie Semiconductor from 2016 to 2019. Mr. Zegarelli has extensive experience in the semiconductor industry, having served in progressively senior roles at Intel Corporation, Qualcomm Incorporated, and Broadcom Inc. Mr. Zegarelli has a B.A. in Russian and International Economics from Middlebury College and an MBA in Finance and Strategy from the University of Michigan.

In connection with his appointment, the Company and Mr. Zegarelli have executed an offer letter. The following is a summary of the terms and conditions of Mr. Zegarelli’s employment.

Mr. Zegarelli will receive a base annual salary of $450,000. He is also eligible to receive a sign-on bonus of $400,000, which shall be paid in two $200,000 installments. The first installment, which is subject to repayment in the event of his voluntary resignation or termination for cause prior to January 1, 2027, will be paid to Mr. Zegarelli within 30 days of the Effective Date. Mr. Zegarelli will be eligible to receive the second installment upon achievement of the Company’s fiscal 2026 annual operating plan revenue and profit targets at or above 100% of plan, subject to his continued service in good standing through December 31, 2026.

Mr. Zegarelli is eligible to receive an annual incentive target of 60% of his base salary for each Company fiscal year, prorated for the Company’s fiscal year 2025. Payment of the incentive will be based on company-wide performance, and payment of any incentive amount is ultimately at the discretion of the Board of Directors and is not guaranteed.

Mr. Zegarelli will additionally receive an amount of Restricted Stock Units (“RSUs”) corresponding to an $2,300,000 equity value, with 1/4 vesting on the first anniversary of the grant date, and 1/16 vesting each quarter thereafter such that the award will be fully vested on the fourth anniversary of the grant date.

Mr. Zegarelli will be eligible to participate in the Company’s Executive Severance Plan, the current version of which have been previously filed by Company. The Company will enter into an indemnification agreement with Mr. Zegarelli on his employment start date.

There are no arrangements or understandings between Mr. Zegarelli and any other person pursuant to which he was appointed, nor are there any family relationships between Mr. Zegarelli and any of the Company’s directors or executive officers. Mr. Zegarelli does not have any material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Item 7.01 Regulation FD Disclosure.

On September 4, 2025, the Company issued a press release announcing the matters described in Item 5.02. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information set forth under this Item 7.01 is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities

of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release issued by Silvaco Group, Inc. dated September 4, 2025
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: September 5, 2025

By:

/s/ Candace Jackson

Candace Jackson

SVP, General Counsel and Corporate Secretary

FAQ

Who is the new CFO of Silvaco Group, Inc. (SVCO)?

The new CFO is Christopher Zegarelli, effective September 15, 2025.

What is Mr. Zegarelli's base salary at SVCO?

His base annual salary is $450,000.

How is the $400,000 sign-on bonus structured?

The sign-on is paid in two $200,000 installments; the first is payable within 30 days of the start date and may be repaid if he leaves voluntarily or is fired for cause before January 1, 2027.

What equity award did SVCO grant the new CFO?

He will receive RSUs corresponding to an equity value of $2,300,000 with 1/4 vesting after one year and quarterly vesting thereafter to fully vest at year four.

What is the annual incentive target for the SVCO CFO?

The annual incentive target is 60% of base salary, prorated for fiscal 2025, with payment based on company-wide performance and at the Board's discretion.

Are there any related-party disclosures or unusual arrangements?

The filing states there are no arrangements or family relationships requiring Item 404(a) disclosure and Mr. Zegarelli reports no material interests needing disclosure.