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Silvaco Group (NASDAQ: SVCO) switches from Baker Tilly to KPMG as auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Silvaco Group, Inc. has changed its independent registered public accounting firm. On May 21, 2026, the company dismissed Baker Tilly US, LLP, and on May 27, 2026, engaged KPMG LLP as its new auditor, following a decision by the Board’s Audit Committee.

The filing states there were no disagreements with Baker Tilly on accounting principles, financial disclosures, or audit scope for the years ended December 31, 2025 and 2024 and the interim period through May 21, 2026. It references a previously disclosed material weakness in internal control over financial reporting related to a lack of formalized processes and insufficient technically skilled personnel, as described in the company’s Form 10-K for the year ended December 31, 2024. Baker Tilly’s audit reports for 2025 and 2024 contained no adverse opinions or disclaimers, and Baker Tilly provided a letter to the SEC concurring with the company’s statements.

Positive

  • None.

Negative

  • The filing reiterates a previously disclosed material weakness in internal control over financial reporting tied to inadequate formalized processes and insufficient technically skilled accounting and reporting personnel.

Insights

Silvaco replaces Baker Tilly with KPMG as auditor, citing no disagreements.

Silvaco Group, Inc. is transitioning its independent auditor from Baker Tilly to KPMG, with the Audit Committee driving the change. The filing emphasizes that Baker Tilly’s reports for 2024 and 2025 were clean, with no adverse or qualified opinions.

The only reportable event referenced is a previously disclosed material weakness in internal control over financial reporting. This relates to insufficiently formalized accounting processes and a shortage of personnel with appropriate technical expertise to support timely, accurate financial reporting.

The letter from Baker Tilly to the SEC, incorporated as Exhibit 16.1, provides additional comfort that the former auditor agrees with the company’s description of the circumstances. Future company filings will show how KPMG assesses internal controls and whether the material weakness is remediated over subsequent reporting periods.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor dismissal date May 21, 2026 Date Baker Tilly was dismissed as independent auditor
New auditor engagement date May 27, 2026 Date KPMG was engaged as independent auditor
Audit periods Years ended December 31, 2025 and 2024 Periods covered by Baker Tilly’s audit reports
Prior auditor merger effective date June 3, 2025 Date Moss Adams merged with Baker Tilly
Successor auditor appointment date July 8, 2025 Date Baker Tilly was appointed successor to Moss Adams
10-K year for control weakness Year ended December 31, 2024 Year of Form 10-K disclosing material weakness
material weakness financial
"except for the material weakness in the Company’s internal control over financial reporting"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
internal control over financial reporting financial
"material weakness in the Company’s internal control over financial reporting related to a lack of formalized accounting processes"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
reportable events regulatory
"or (b) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
disagreements regulatory
"there were no (a) “disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K)"
independent registered public accounting firm financial
"Baker Tilly US, LLP (“Baker Tilly”), the former independent registered public accounting firm for Silvaco Group, Inc."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
FALSE000194328900019432892026-05-212026-05-21

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): May 21, 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 shareSVCOThe 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 4.01 Changes in Registrant’s Certifying Accountant

On May 21, 2026, Baker Tilly US, LLP (“Baker Tilly”), the former independent registered public accounting firm for Silvaco Group, Inc. (the “Company”), was dismissed, and on May 27, 2026, KPMG LLP (“KPMG”) was engaged as the Company’s independent registered public accounting firm. The decision to change independent accountants was made by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”).

Moss Adams LLP (“Moss Adams”), the Company’s independent registered public accounting firm during the years ended December 31, 2025, and 2024, and the subsequent interim period through July 8, 2025, merged with Baker Tilly, effective on June 3, 2025, and on July 8, 2025, Baker Tilly was appointed by the Audit Committee as the successor to Moss Adams. The combined audit practices now operate, and are referred to in this Current Report on Form 8-K, as Baker Tilly.

During the years ended December 31, 2025, and 2024, and the subsequent interim period through May 21, 2026, there were no (a) “disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Exchange Act of 1934 (“Regulation S-K”) and related instructions to that item) with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Baker Tilly’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements, or (b) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weakness in the Company’s internal control over financial reporting related to a lack of formalized accounting processes over internal control over financial reporting and an insufficient complement of personnel possessing the technical accounting and financial reporting knowledge and experience to support a timely and accurate close and financial statement reporting process, as disclosed under the heading "Item 9A. Controls and Procedures" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

During the years ended December 31, 2025, and 2024, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company, nor anyone on its behalf, consulted with KPMG regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a “disagreement,” as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that item, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

The audit report of Baker Tilly on the Company’s consolidated financial statements for the years ended December 31, 2025, and 2024, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

The Company provided Baker Tilly with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that Baker Tilly furnish the Company with a letter addressed to the Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of Baker Tilly’s letter to the Commission, dated May 27, 2026, is filed as Exhibit 16.1 to this Form 8-K and is incorporated herein by reference.

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.
16.1
Letter of Baker Tilly US, LLP, dated May 27, 2026, to the U.S. Securities and Exchange Commission
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: May 27, 2026                    By:     Christopher Zegarelli        
                                Christopher Zegarelli
                                Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Silvaco Group, Inc. (SVCO) disclose?

Silvaco Group, Inc. dismissed Baker Tilly US, LLP as its independent registered public accounting firm on May 21, 2026, and engaged KPMG LLP on May 27, 2026. The change was approved by the company’s Audit Committee of the Board of Directors.

Did Silvaco Group, Inc. (SVCO) report any disagreements with Baker Tilly?

The company reported no disagreements with Baker Tilly on accounting principles, financial statement disclosure, or audit scope for 2024, 2025, and the interim period through May 21, 2026. It also reported no other reportable events, aside from a previously disclosed internal control material weakness.

What material weakness in controls did Silvaco Group, Inc. (SVCO) reference?

Silvaco referenced a material weakness in internal control over financial reporting previously disclosed in its Form 10-K for 2024. It relates to a lack of formalized accounting processes and an insufficient complement of personnel with technical accounting and financial reporting expertise.

How were Baker Tilly’s audit opinions on Silvaco Group, Inc. presented?

Baker Tilly’s audit reports on Silvaco’s consolidated financial statements for 2024 and 2025 did not contain adverse opinions or disclaimers. They were not qualified or modified regarding uncertainty, audit scope, or accounting principles, according to the company’s disclosure.

Did Silvaco Group, Inc. (SVCO) consult KPMG before appointing it auditor?

Silvaco states that during 2024, 2025, and the interim period through the filing date, neither it nor anyone on its behalf consulted KPMG on accounting principle applications, potential audit opinions, disagreements, or reportable events described in Regulation S-K Item 304.

Filing Exhibits & Attachments

5 documents

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