Silvaco (NASDAQ: SVCO) issues 167,281 shares for Tech-X deal

Rhea-AI Filing Summary

Silvaco Group, Inc. filed a prospectus supplement covering the offer and sale of 167,281 shares of its common stock to John Cary, a former equityholder of Tech-X Corporation. These shares are being issued as part of the consideration for Silvaco’s acquisition of Tech-X.

The stock issuance satisfies contingent earnout obligations tied to developmental milestones and a portion of additional purchase consideration from post-closing adjustments, in each case in lieu of cash. The shares are offered under Silvaco’s effective Form S-3 shelf registration statement, and the company will not receive any cash proceeds from this issuance.

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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 9, 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 8.01. Other Events.

On February 9, 2026, Silvaco Group, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated February 9, 2026 (the “Prospectus Supplement”), pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offer and sale by the Company of 167,281 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), to John Cary, a former equityholder of Tech-X Corporation (“Tech-X”).

The Shares are being issued as part of the consideration for the Company’s acquisition of Tech-X (the “Tech-X Acquisition”) in satisfaction of (a) contingent earnout consideration upon the achievement of certain developmental milestones and (b) a portion of the additional purchase consideration as a result of post-closing adjustments, in each case in lieu of cash, as described in the Prospectus Supplement.

The Shares are being offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-291212), which was declared effective by the SEC on November 21, 2025 (the “Registration Statement”). The Prospectus Supplement relates to, and should be read in conjunction with, the prospectus included in the Registration Statement, dated October 31, 2025.

The Company will not receive any cash proceeds from the issuance of the Shares.

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
5.1			Opinion of White & Case LLP regarding the legality of the Shares
23.1			Consent of White & Case LLP (included in Exhibit 5.1)
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 10, 2026

By:

/s/ Christopher Zegarelli

Christopher Zegarelli

Chief Financial Officer

FAQ

What did Silvaco Group (SVCO) disclose in this 8-K filing?

Silvaco Group disclosed a prospectus supplement for issuing 167,281 shares of common stock to Tech-X seller John Cary. The shares serve as acquisition-related consideration, including earnout and purchase price adjustments, and are issued under Silvaco’s effective Form S-3 shelf registration statement.

How many Silvaco (SVCO) shares are being issued for the Tech-X acquisition?

Silvaco is issuing 167,281 shares of common stock to John Cary. These shares represent contingent earnout consideration and part of additional purchase price adjustments related to the Tech-X acquisition, and they are provided instead of paying that portion of the consideration in cash.

Who is receiving the 167,281 Silvaco (SVCO) shares mentioned in the filing?

The 167,281 shares of Silvaco common stock are being issued to John Cary, a former equityholder of Tech-X Corporation. He receives these shares as part of the acquisition consideration, covering earnout milestones and certain post-closing purchase price adjustments in stock rather than cash.

Why is Silvaco (SVCO) issuing shares instead of paying cash for Tech-X obligations?

Silvaco is using common stock to satisfy contingent earnout consideration and some post-closing purchase price adjustments for the Tech-X acquisition. The filing states these obligations are being settled in shares in lieu of cash, so Silvaco does not pay cash for this portion.

Does Silvaco Group (SVCO) receive any cash from this 167,281-share issuance?

Silvaco will not receive cash proceeds from issuing the 167,281 shares. The shares function as non-cash consideration to John Cary, meeting contingent earnout and post-closing adjustment obligations tied to the Tech-X acquisition, rather than raising new capital for the company.

Under what registration statement are Silvaco (SVCO) shares for Tech-X being offered?

The 167,281 Silvaco shares are offered under its shelf registration statement on Form S-3 (File No. 333-291212). That registration statement was declared effective by the SEC and the new prospectus supplement is read together with the previously filed base prospectus.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 EX-5.1 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB