ceva20260331

ceva20260331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended: March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from __________ to _____________

Commission file number: 000-49842

Ceva, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	77-0556376
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

15245 Shady Grove Road, Suite 400, Rockville, MD 20850	20850
(Address of Principal Executive Offices)	(Zip Code)

(240)-308-8328

(Registrant’s Telephone Number, Including Area Code)

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, $.001 per share	CEVA	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐	Smaller reporting company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 27,859,369 of common stock, $0.001 par value, as of May 5, 2026.

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TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	5
Item 1.	Interim Condensed Consolidated Balance Sheets at March 31, 2026 (unaudited) and December 31, 2025	5
	Interim Condensed Consolidated Statements of Loss (unaudited) for the three months ended March 31, 2026 and 2025	6
	Interim Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the three months ended March 31, 2026 and 2025	7
	Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended March 31, 2026 and 2025	8
	Interim Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 2025	9
	Notes to the Interim Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 4.	Controls and Procedures	36

PART II.	OTHER INFORMATION	36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
SIGNATURES		39

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FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements which are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss these risks, uncertainties and other factors in this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2025 in greater detail under the heading “Risk Factors” of such reports. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the filing date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

U.S. dollars in thousands, except share and per share data

	March 31, 2026			December 31, 2025

ASSETS
Current assets:
Cash and cash equivalents	$	21,367		$	40,586
Short-term bank deposits		5,136			2,095
Marketable securities		189,190			179,302
Trade receivables (net of allowance for credit losses of $288 at both March 31, 2026 and December 31, 2025)		48,872			49,355
Prepaid expenses and other current assets		16,297			13,498
Total current assets		280,862			284,836
Long-term assets:
Severance pay fund		7,225			7,530
Deferred tax assets, net		274			257
Property and equipment, net		9,010			7,054
Operating lease right-of-use assets		17,190			17,486
Goodwill		58,308			58,308
Intangible assets, net		868			1,044
Investments in marketable equity securities		119			55
Other long-term assets		14,370			11,686
Total long-term assets		107,364			103,420
Total assets	$	388,226		$	388,256

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	2,388		$	2,418
Deferred revenues		2,968			3,496
Accrued expenses and other payables		4,298			5,181
Accrued payroll and related benefits		14,926			15,845
Operating lease liabilities		2,794			1,743
Total current liabilities		27,374			28,683
Long-term liabilities:
Accrued severance pay		7,428			7,690
Operating lease liabilities		14,083			14,388
Other accrued liabilities		1,158			1,037
Total long-term liabilities		22,669			23,115
Stockholders’ equity:
Preferred Stock, $0.001 par value; 5,000,000 shares authorized; none issued and outstanding		—			—
Common Stock, $0.001 par value; 45,000,000 shares authorized; 27,859,369 and 27,583,325 shares issued at March 31, 2026 and December 31, 2025, respectively; 27,859,369 and 27,510,739 shares outstanding at March 31, 2026 and December 31, 2025, respectively		28			28
Additional paid-in capital		343,298			337,966
Treasury stock at cost (0 and 72,586 shares of common stock at March 31, 2026 and December 31, 2025, respectively)		—			(1,591	)
Accumulated other comprehensive income (loss)		(660	)		79
Accumulated deficit		(4,483	)		(24	)
Total stockholders’ equity		338,183			336,458
Total liabilities and stockholders’ equity	$	388,226		$	388,256

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)

U.S. dollars in thousands, except per share data

	Three months ended
	March 31,
	2026			2025
Revenues:
Licensing and related revenues	$	17,820		$	15,042
Royalties		9,204			9,203
Total revenues		27,024			24,245
Cost of revenues		3,729			3,487
Gross profit		23,295			20,758
Operating expenses:
Research and development, net		19,837			17,609
Sales and marketing		3,766			3,449
General and administrative		4,660			3,933
Amortization of intangible assets		117			149
Total operating expenses		28,380			25,140
Operating loss		(5,085	)		(4,382	)
Financial income, net		1,877			2,100
Remeasurement of marketable equity securities		64			(54	)
Loss before taxes on income		(3,144	)		(2,336	)
Income tax expense		1,315			991
Net loss	$	(4,459	)	$	(3,327	)

Basic and diluted net loss per share	$	(0.16	)	$	(0.14	)


Weighted-average shares used to compute net loss per share (in thousands):
Basic and diluted		27,678			23,764

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

U.S. dollars in thousands

	Three months ended
	March 31,
	2026			2025

Net loss:	$	(4,459	)	$	(3,327	)
Other comprehensive income (loss) before tax:
Available-for-sale securities:
Changes in unrealized gains (losses)		(707	)		658
Reclassification adjustments for gains included in net loss		—			—
Net change		(707	)		658
Cash flow hedges:
Changes in unrealized gains (losses)		24			(286	)
Reclassification adjustments for gains included in net loss		(70	)		(80	)
Net change		(46	)		(366	)
Other comprehensive income (loss) before tax		(753	)		292
Income tax expense (benefit) related to components of other comprehensive income (loss)		(14	)		70
Other comprehensive income (loss), net of taxes		(739	)		222
Comprehensive loss	$	(5,198	)	$	(3,105	)

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

U.S. dollars in thousands, except share data

	Common stock
Three months ended March 31, 2026	Number of shares outstanding		Amount			Additional paid-in capital			Treasury stock			Accumulated other comprehensive income (loss)			Accumulated deficit			Total stockholders’ equity
Balance as of January 1, 2026		27,510,739	$	28		$	337,966		$	(1,591	)	$	79		$	(24	)	$	336,458
Net loss		—		—			—			—			—			(4,459	)		(4,459	)
Other comprehensive loss, net		—		—			—			—			(739	)		—			(739	)
Equity-based compensation		—		—			5,372			—			—			—			5,372
Issuance of common stock upon exercise of stock-based awards		276,044		—	(*)		1,551			—			—			—			1,551
Issuance of treasury stock upon exercise of stock-based awards		72,586		—	(*)		(1,591	)		1,591			—			—			—
Balance as of March 31, 2026		27,859,369	$	28		$	343,298		$	—		$	(660	)	$	(4,483	)	$	338,183

	Common stock
Three months ended March 31, 2025	Number of shares outstanding		Amount			Additional paid-in capital		Treasury stock			Accumulated other comprehensive income (loss)			Retained earnings			Total stockholders’ equity
Balance as of January 1, 2025		23,626,865	$	24		$	259,891	$	(3,222	)	$	(1,330	)	$	11,193		$	266,556
Net loss		—		—			—		—			—			(3,327	)		(3,327	)
Other comprehensive income, net		—		—			—		—			222			—			222
Equity-based compensation		—		—			4,323		—			—			—			4,323
Issuance of common stock upon exercise of stock-based awards		158,965		—	(*)		1,358		—			—			—			1,358
Issuance of treasury stock upon exercise of stock-based awards		129,390		—	(*)		(

SEC Form 10-Q filed by CEVA Inc.