CEVAの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 20, 2026

CEVA, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-49842		77-0556376
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

15245 Shady Grove Road, Suite 400, Rockville, MD 20850

(Address of Principal Executive Offices, and Zip Code)

(240) 308-8328

Registrant’s Telephone Number, Including Area Code

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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 communication 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(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		CEVA		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 April 20, 2026, Sven-Christer Nilsson notified Ceva, Inc. (the “Company”) of his decision to retire from the Company’s Board of Directors (the “Board”), effective immediately prior to the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). As a result, Mr. Nilsson will not stand for re-election at the 2026 Annual Meeting.

Mr. Nilsson’s retirement from the Board is not the result of any disagreements with the Board or the Company on matters related to the Company’s operations, policies or practices.

Item 7.01. Regulation FD Disclosure.

On April 20, 2026, the Company issued a press release announcing Mr. Nilsson’s retirement from the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.

The information included in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
99.1		Press Release of Ceva, Inc., dated April 20, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CEVA, INC.

Date: April 20, 2026	By:	/s/ Dotan Bar-Natan
	Name:	Dotan Bar-Natan
	Title:	Chief Legal Officer

EX-99.1 2 ex_946214.htm EXHIBIT 99.1 ex_946214.htm

Exhibit 99.1

Ceva, Inc. Announces Retirement of Long-Serving Board Member Sven-Christer Nilsson

ROCKVILLE, MD., April 20, 2026 – Ceva, Inc. (NASDAQ: CEVA), the leading licensor of silicon and software IP for the Smart Edge, today announced that Sven-Christer Nilsson will retire from its Board of Directors and will not seek re-election at the Company’s upcoming annual meeting of stockholders on June 2, 2026.

Mr. Nilsson has served as a member of Ceva’s Board of Directors since November 2002. He also serves on the Audit Committee, Strategy Committee, and is the Chair of the Nomination and Governance Committee. Following more than two decades of dedicated service, Mr. Nilsson has informed the Board of his decision to retire.

Peter McManamon, Chairman of the Board of Ceva, commented, “On behalf of the entire Board of Directors and management team, I would like to extend our sincere thanks to Sven-Christer for his many years of dedicated service and commitment to Ceva. Over more than 20 years, Sven-Christer has provided invaluable leadership, deep industry insight and thoughtful guidance to the Board and management team. We are truly grateful for his contributions and wish him all the very best in his retirement.”

Mr. Nilsson brought decades of leadership experience in the telecommunications industry, including senior executive roles at Ericsson, and has served on the boards of several public companies and institutions in Europe and the US.

About Ceva, Inc.

Ceva powers the Smart Edge, bridging the digital and physical worlds to bring AI-driven products to life. Our Ceva AI fabric portfolio of silicon and software IP enables devices to Connect, Sense, and Infer – the essential capabilities for the intelligent edge. From 5G, cellular IoT, Bluetooth, Wi-Fi, and UWB connectivity to scalable Edge AI NPUs, AI DSPs, sensor fusion processors and embedded software, Ceva provides the foundational IP for devices that connect, understand their environment, and act in real time.

With more than 20 billion devices shipped and trusted by 400+ customers worldwide, Ceva is the backbone of today’s most advanced smart edge products - from AI-infused wearables and IoT devices to autonomous vehicles and 5G infrastructure. Our differentiated solutions deliver seamless integration into existing design flows, total flexibility to combine solutions based on design needs and ultra‑low‑power performance in minimal silicon footprint, helping customers accelerate development, reduce risk, and bring innovative products to market faster. As technology evolves toward Physical AI, Ceva’s IP portfolio lays the foundation for systems that are always connected, contextually aware, and capable of intelligent, real-time decision-making.

Visit us at www.ceva-ip.com and follow us on LinkedIn, X, YouTube, Facebook, and Instagram.

For more information, contact:

Yaniv Arieli

Ceva, Inc.

CFO

+972.9.961.3770

yaniv.arieli@ceva-ip.com

Richard Kingston

Ceva, Inc.

VP Market Intelligence, Investor & Public Relations

+1.650.220.1948

richard.kingston@ceva-ip.com