シルバコグループの適時開示・その他

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.

(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

EX-99.1 2 exhibit991-pressreleasedat.htm EX-99.1 Document

Exhibit 99.1

Silvaco Names Chris Zegarelli as Chief Financial Officer

SANTA CLzARA, Calif., September 4, 2025 – Silvaco Group, Inc. (“Silvaco”) (NASDAQ: SVCO), a provider of TCAD, EDA software, and SIP solutions that enable semiconductor design and digital twin modeling through AI software and innovation, today announced that, following a comprehensive search, it has appointed Chris Zegarelli as Chief Financial Officer, effective September 15, 2025. As a senior member of the executive team, Chris will report directly to CEO Dr. Walden Rhines.

“We’re excited to welcome Chris Zegarelli as our new CFO. He brings not only deep financial expertise but also a growth mindset and a track record of scaling companies in fast-moving semiconductor and technology markets,” said Dr. Rhines. “As we continue to innovate and expand globally, Chris will be a key partner in driving our strategy, fueling growth, and creating long-term value for our customers, employees, and investors.”

Mr. Zegarelli is an accomplished financial executive with more than 20 years of leadership experience in the semiconductor industry. He has expertise in investor relations, financing, financial reporting, forecasting, M&A, operations and strategic planning. Most recently, he served as Senior Vice President of Finance at Infineon Technologies, where he led integration and strategic planning following its $830 million acquisition of GaN Systems, where he had been CFO. His earlier experience includes CFO roles at Thermal Engineering International and Indie Semiconductor. Prior to that he held senior finance roles at Broadcom and Qualcomm.

“I’m excited to join Silvaco at such a pivotal stage of its growth. The company’s commitment to innovation and its strong market momentum creates tremendous opportunities to scale the business and deliver value to our customers and investors”, said Mr. Zegarelli. “I look forward to working closely with the leadership team to drive strategic growth initiatives, strengthen our financial foundation, and help position Silvaco for long-term success.”

About Silvaco Group, Inc. Silvaco is a provider of TCAD, EDA software, and SIP solutions that enable semiconductor design and digital twin modeling through AI software and innovation.

Silvaco’s solutions are used for semiconductor and photonics processes, devices, and systems development across display, power devices, automotive, memory, high performance compute, foundries, photonics, internet of things, and 5G/6G mobile markets for complex SoC design. Silvaco is headquartered in Santa Clara, California, and has a global presence with offices located in North America, Europe, Egypt, Brazil, China, Japan, Korea, Singapore, Vietnam, and Taiwan. Learn more at silvaco.com.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding Silvaco’s technologies and product offerings, business strategy, plans and opportunities, and industry and market trends. Forward-looking statements are based on current expectations, estimates, forecasts and projections. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Silvaco’s control. For example, the markets for Silvaco’s products and services may develop more slowly than expected or than they have in the past; operating results and cash flows may fluctuate more than expected; Silvaco may fail to successfully integrate acquired businesses; Silvaco may fail to realize the anticipated benefits of acquisitions; Silvaco may incur unanticipated costs or other liabilities in connection with acquiring or integrating acquired businesses; the potential impact of the announcement or consummation of the transaction on relationships with third parties, including employees, customers, partners and competitors; Silvaco may be unable to motivate and retain key personnel; changes in or failure to comply with legislation or government regulations could affect post-closing operations and results of operations; and macroeconomic and geopolitical conditions could deteriorate. The forward-looking statements included in this press release represent Silvaco’s views as of the date of this press release, and Silvaco disclaims any obligation to update any of them publicly in light of new information or future events.

Contacts

Media Relations:
Tiffany Behany, press@silvaco.com

Investor Relations:
Greg McNiff, investors@silvaco.com