Ceva Inc 10-Q for FY2026 Q3
Ceva Inc (CEVA)
About this 10-Q
Ceva Inc filed this 10-Q on November 9, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Ceva reported third-quarter revenue of $29,063 thousand, up from $28,384 thousand, and a net loss of $2,301 thousand versus $2,509 thousand. Nine-month revenue rose to $85,120 thousand, while net loss widened to $9,670 thousand from $9,540 thousand. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $29.06M
- up 2.4% from $28.38M a year earlier
- Net loss
- $2.3M
- compared with a net loss of $2.51M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the quarterly period ended: |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
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For the transition period from __________ to _____________ |
Commission file number:
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Securities registered pursuant to Section 12(b) of the Act
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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.
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).
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.
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Emerging growth company |
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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).
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:
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PART I. |
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Item 1. |
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Notes to the Interim Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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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.
Item 1. FINANCIAL STATEMENTS
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
U.S. dollars in thousands, except share and per share data
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September 30, 2026 |
December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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Short-term bank deposits |
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Marketable securities |
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Trade receivables (net of allowance for credit losses of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Long-term assets: |
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Severance pay fund |
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Deferred tax assets, net |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Investments in marketable equity securities |
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Other long-term assets |
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Total long-term assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Trade payables |
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Deferred revenues |
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Accrued expenses and other payables |
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Accrued payroll and related benefits |
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Operating lease liabilities |
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Total current liabilities |
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Long-term liabilities: |
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Accrued severance pay |
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Operating lease liabilities |
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Other accrued liabilities |
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Total long-term liabilities |
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Stockholders’ equity: |
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Preferred Stock, $ |
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Common Stock, $ |
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Additional paid-in capital |
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Treasury stock at cost ( |
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Accumulated other comprehensive income (loss) |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)
U.S. dollars in thousands, except per share data
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Nine months ended |
Three months ended |
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September 30, |
September 30, |
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2025 |
2026 |
2025 |
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Revenues: |
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Licensing and related revenues |
$ | $ | $ | $ | ||||||||||||
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Royalties |
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Total revenues |
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Cost of revenues |
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Gross profit |
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Operating expenses: |
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Research and development, net |
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Sales and marketing |
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General and administrative |
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Amortization of intangible assets |
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Total operating expenses |
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Operating loss |
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Financial income, net |
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Remeasurement of marketable equity securities |
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Loss before taxes on income |
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Income tax expense |
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Net loss |
$ | ( |
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Basic and diluted net loss per share |
$ | ( |
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Weighted-average shares used to compute net loss per share (in thousands): |
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Basic and diluted |
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The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
U.S. dollars in thousands
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Nine months ended |
Three months ended |
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September 30, |
September 30, |
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2026 |
2025 |
2026 |
2025 |
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Net loss |
$ | ( |
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Other comprehensive income (loss) before tax: |
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Available-for-sale securities: |
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Changes in unrealized gains (losses) |
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Reclassification adjustments included in net loss |
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Net change |
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Cash flow hedges: |
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Changes in unrealized gains (losses) |
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Reclassification adjustments included in net loss |
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Net change |
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Other comprehensive income (loss) before tax |
( |
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Income tax expense (benefit) related to components of other comprehensive income (loss) |
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Other comprehensive income (loss), net of taxes |
( |
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Comprehensive loss |
$ | ( |
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The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands, except share data
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Common stock |
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Nine months ended September 30, 2026 |
Number of shares outstanding |
Amount |
Additional |
Treasury stock |
Accumulated other comprehensive income (loss) |
Accumulated |
Total |
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Balance as of January 1, 2026 |
$ | $ | $ | ( |
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Net loss |
— | ( |
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Other comprehensive loss, net |
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Equity-based compensation |
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Issuance of common stock upon exercise of stock-based awards |
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Issuance of treasury stock upon exercise of stock-based awards |
(*) | ( |
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Balance as of September 30, 2026 |
$ | $ | $ | $ | ( |
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Common stock |
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Three months ended September 30, 2026 |
Number of shares outstanding |
Amount |
Additional |
Treasury stock |
Accumulated other comprehensive loss |
Accumulated |
Total |
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Balance as of July 1, 2026 |
$ | $ | $ | $ | ( |
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Net loss |
— | ( |
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Other comprehensive loss, net |
— | — | ( |
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Equity-based compensation |
— | |||||||||||||||||||||||||||
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Issuance of common stock upon exercise of stock-based awards |
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Balance as of September 30, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
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INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
U.S. dollars in thousands, except share data
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Common stock |
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Nine months ended September 30, 2025 |
Number of shares outstanding |
Amount |
Additional |
Treasury stock |
Accumulated other comprehensive income (loss) |
Retained |
Total |
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Balance as of January 1, 2025 |
$ | $ | $ | ( |
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Net loss |
— | ( |
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Other comprehensive income, net |
— | — | ||||||||||||||||||||||||||
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Equity-based compensation |
— | |||||||||||||||||||||||||||
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Purchase of treasury stock |
( |
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Issuance of common stock upon exercise of stock-based awards |
(*) | |||||||||||||||||||||||||||
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Issuance of treasury stock upon exercise of stock-based awards |
(*) | ( |
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Balance as of September 30, 2025 |
$ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
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Common stock |
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Three months ended September 30, 2025 |
Number of shares outstanding |
Amount |
Additional |
Treasury stock |
Accumulated other comprehensive income (loss) |
Retained |
Total |
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Balance as of July 1, 2025 |
$ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
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Net loss |
— | ( |
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Other comprehensive loss, net |
— | — | ( |
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Equity-based compensation |
— | |||||||||||||||||||||||||||
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Purchase of treasury stock |
( |
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Issuance of treasury stock upon exercise of stock-based awards |
(*) | ( |
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Balance as of September 30, 2025 |
$ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||||||||
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(*) |
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The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
U.S. dollars in thousands
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Nine months ended |
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2026 |
2025 |
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Cash flows from operating activities: |
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Net loss |
$ | ( |
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Adjustments required to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation |
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Amortization of intangible assets |
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Equity-based compensation |
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Realized gain on sale of available-for-sale marketable securities |
( |
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Accretion of discount on available-for-sale marketable securities |
( |
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Unrealized foreign exchange (gain) loss |
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Remeasurement of marketable equity securities |
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Changes in operating assets and liabilities: |
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Trade receivables, net |
( |
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Prepaid expenses and other assets |
( |
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Operating lease right-of-use assets |
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Accrued interest on bank deposits |
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Deferred tax, net |
( |
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Trade payables |
( |
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Deferred revenues |
( |
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Accrued expenses and other payables |
( |
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Accrued payroll and related benefits |
( |
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Operating lease liability |
( |
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Accrued severance pay, net |
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Net cash provided by (used in) operating activities |
( |
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Cash flows from investing activities: |
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Purchase of property and equipment |
( |
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Proceeds from the sale of Intrinsix |
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Investment in bank deposits |
( |
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Proceeds from bank deposits |
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Investment in available-for-sale marketable securities |
( |
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Proceeds from maturity of available-for-sale marketable securities |
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Proceeds from sale of available-for-sale marketable securities |
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Net cash provided by (used in) investing activities |
( |
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Cash flows from financing activities: |
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Purchase of treasury stock |
( |
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Proceeds from exercise of stock-based awards |
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Net cash provided by (used in) financing activities |
( |
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Effect of exchange rate changes on cash and cash equivalents |
( |
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Decrease in cash and cash equivalents |
( |
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Cash and cash equivalents at the beginning of the period |
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Cash and cash equivalents at the end of the period |
$ | $ | ||||||
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Supplemental information of cash flow activities: |
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Cash paid during the period for: |
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Income and withholding taxes |
$ | $ | ||||||
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Non-cash transactions: |
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Property and equipment purchases incurred but unpaid at period end |
$ | $ | ||||||
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Right-of-use assets obtained in the exchange for operating lease liabilities |
$ | $ | ||||||
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share data)
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NOTE 1: |
BUSINESS |
The financial information in this quarterly report includes the results of Ceva, Inc. and its subsidiaries (the “Company” or “Ceva”).
Ceva is the leader in silicon and software IP enabling Physical AI – the artificial intelligence embedded in billions of devices that connect, sense and infer data in the real world. Ceva views Physical AI as the natural evolution of Edge AI. While Edge AI refers to running AI workloads locally on devices rather than in the cloud, Physical AI extends this concept further: it unifies connectivity, sensing and inference layers into a single fabric that allows devices not only to process data at the edge, but also to interact intelligently with their physical environment and the cloud. Ceva believes it is uniquely positioned as the only company with leadership in innovative silicon and software IP solutions across all three layers. Ceva’s technologies power the connectivity, perception and intelligence in today’s most advanced smart edge products across consumer IoT, automotive, industrial and infrastructure, and mobile and PC markets.
Ceva is a trusted partner to many of the leading semiconductor and original equipment manufacturers (“OEM”) and, increasingly, technology platform companies, serving not only Ceva's largest target growth markets but also a wide variety of other applications, including smart home, surveillance, robotics and medical. Ceva’s customers incorporate Ceva’s IP into application-specific integrated circuits and application-specific standard products that they manufacture, market and sell.
Ceva’s portfolio spans the three foundational layers of Physical AI:
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Connectivity layer (wireless transport): Bluetooth, Wi-Fi, Ultra Wideband (“UWB”), cellular internet-of-things (“IoT”), and 5G Advanced IP platforms that form the backbone of ubiquitous, secure, and high-performance communication |
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Sensing layer (software and DSPs): Sensor fusion processors, RealSpace spatial audio, MotionEngine software, and general-purpose digital signal processors (“DSPs”) that transform raw sensor data into actionable intelligence |
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Inference layer (NPUs and AI DSPs): The next-generation NeuPro family of neural processing units (“NPUs”), built on a common architecture and unified software stack that spans Physical AI applications from always-on sensors to AI infrastructure. The portfolio comprises NeuPro-Nano for always-on sensing and entry-level perception in highly constrained devices, NeuPro Prime for mainstream convolutional neural network and transformer workloads, NeuPro Max for advanced edge applications, including robotics, multimodal AI, on-device assistants and Physical AI, and NeuPro Ultra, which extends the family into AI infrastructure for large language model inference in the cloud and data center. Alongside it, the SensPro family of AI DSPs serves high-performance signal and AI workloads |
Ceva licenses its portfolio of wireless communications, sensing and scalable AI IP to its customers, lowering barriers to entry and enabling them to bring new products to market faster, more reliably, efficiently and economically.
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NOTE 2: |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The interim condensed consolidated financial statements and accompanying notes have been prepared according to U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).
In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2025, contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2026, have been applied consistently in these unaudited interim condensed consolidated financial statements.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, bank deposits, marketable securities, foreign exchange contracts and trade receivables. The Company invests its surplus cash in cash deposits and marketable securities in financial institutions and has established guidelines relating to diversification and maturities to maintain safety and liquidity of the investments.
The majority of the Company’s cash and cash equivalents are invested in high grade certificates of deposit with major U.S., European and Israeli banks. Generally, cash and cash equivalents and bank deposits may be redeemed on demand and therefore minimal credit risk exists with respect to them. Nonetheless, deposits with these banks exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions. Generally, these cash equivalents may be redeemed upon demand, and therefore management believes that they bear a lower risk. The short-term bank deposits are held in financial institutions that management believes are institutions with high credit standing and, accordingly, minimal credit risk from geographic or credit concentration. Furthermore, the Company holds an investment portfolio consisting principally of corporate bonds. For available-for-sale debt securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. No material credit losses for available-for-sale debt securities were recorded during the periods presented.
The Company’s trade receivables are geographically diverse, mainly in the Asia Pacific region, and also in the United States and Europe. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its customers. The Company makes estimates of expected credit losses based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, and other factors that may affect its ability to collect from customers.
As of September 30, 2026, the allowance for credit losses was immaterial.
The Company has no off-balance-sheet concentration of credit risk.
Recently Adopted Accounting Standards
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). This amendment introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company adopted this guidance on January 1, 2026 on a prospective basis. The Company has elected the practical expedient provided by ASU 2025-05. Under this expedient, the Company assumes that economic conditions as of the balance sheet date remain unchanged for the remaining life of all current accounts receivable and current contract assets arising from transactions under ASC 606. The adoption did not have a material impact on the consolidated financial statements.
Accounting Standards Recently Issued, Not Yet Adopted by the Company
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about certain expense captions presented in the Consolidated Statements of Operations as well as disclosure about selling expense. The guidance will be effective for the Company for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028, with early adoption permitted. It could be applied either prospectively or retrospectively. The Company is currently evaluating the impact on its financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU simplifies the capitalization guidance by removing all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout ASC 350-40. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date; or follow a modified transition approach. The Company is currently evaluating the impact of this amendment on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The update provides recognition, measurement, presentation, and disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income. The amendments introduced two permitted approaches for asset-related grants: a deferred income approach or a cost accumulation approach. The guidance is effective for the Company beginning January 1, 2029, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU was updated to improve the navigability of the required interim disclosures within ASC No. 270 and to clarify when the guidance applies. This ASU is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. The amendments in this ASU are required to be adopted for interim reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either through a prospective or retrospective approach. The Company is currently evaluating the effect of adopting the ASU on its condensed consolidated financial statement disclosures.
Government Grants and Tax Credits
On March 31, 2026, the Israeli Knesset enacted Chapter 10, "Law for the Encouragement and Incentivization of Research and Development, 2026" (the “R&D Law”). The R&D Law introduces a refundable tax credit regime for qualifying research and development expenditures incurred in Israel, effective for tax years beginning January 1, 2026. Subject to certain conditions, eligible companies may apply the credit against Israeli income taxes or Israeli qualified domestic minimum top-up tax or alternatively receive a government grant to the extent the credit is not utilized. Government grants and refundable tax credits, such as those provided under the recently enacted Israeli legislation, are recognized as a reduction to the related expense when there is reasonable assurance that the Company complies with required conditions and the incentive will be received. For the three and nine months ended September 30, 2026, the Company recorded $
Use of Estimates
The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
NOTE 3: |
REVENUE RECOGNITION |
Under Accounting Standards Codification (“ASC”) No. 606, “Revenue from Contracts with Customers” (“ASC 606”), the Company recognizes revenue when or as it satisfies a performance obligation by transferring intellectual property (“IP”) licenses or services to the customer, either at a point in time or over time. The Company recognizes most of its revenues at a point in time upon delivery when the customer accepts control of the IP. The Company recognizes revenue over time on license customization and implementation services by using cost inputs to measure progress toward completion of its performance obligations. The Company considers the post-contract support services as a distinct performance obligation that is satisfied over time, and as such, revenue is recognized ratably over the service period.
Revenues that are derived from the sale of a licensee’s products that incorporate the Company’s IP are classified as royalty revenues. Royalty revenues are recognized during the quarter in which the sale of the product incorporating the Company’s IP occurs. Royalties are calculated either as a percentage of the revenues received by the Company’s licensees on sales of products incorporating the Company’s IP or on a per unit basis, as specified in the agreements with the licensees. Royalty revenues are recognized during the quarter in which the Company receives the actual sales data from its customers after the quarter ends and accounts for it as unbilled receivables. When the Company does not receive actual sales data from the customer prior to the finalization of its financial statements, royalty revenues are recognized based on the Company’s estimation of the customer’s sales during the quarter. This estimation process for the royalty revenue accrual is based on inputs and estimations received from the Company’s customers, as well as sales trends and various market factors. Adjustments to royalty revenues are made in subsequent periods to reflect updated estimates as soon as the final royalty reports are sent to the Company.
The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The estimated revenues do not include amounts of royalties or unexercised contract renewals:
|
2026 |
|
2028 and
|
||||||||||
|
Licensing and related revenues |
$ | $ | $ | |||||||||
Disaggregation of revenue:
The following table provides information about disaggregated revenue by primary geographical, use cases for the Company's technology portfolio, and timing of revenue recognition:
|
Nine months ended September 30, 2026 (unaudited) |
Three months ended September 30, 2026 (unaudited) |
|||||||||||||||||||||||
|
Licensing and related revenues |
Royalties |
Total |
Licensing and related revenues |
Royalties |
Total |
|||||||||||||||||||
|
Geography |
||||||||||||||||||||||||
|
United States |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Europe and Middle East |
||||||||||||||||||||||||
|
Asia Pacific |
||||||||||||||||||||||||
|
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Use cases for the Company’s technology portfolio |
||||||||||||||||||||||||
|
Connect (baseband for handset and other devices, Bluetooth, Wi-Fi and NB-IoT) |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Infer (Imaging, vision and AI) |
||||||||||||||||||||||||
|
Sense (sensor fusion and audio) |
||||||||||||||||||||||||
|
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Timing of revenue recognition |
||||||||||||||||||||||||
|
Products transferred at a point in time |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Products and services transferred over time |
— | — | ||||||||||||||||||||||
|
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Nine months ended September 30, 2025 (unaudited) |
Three months ended September 30, 2025 (unaudited) |
|||||||||||||||||||||||
|
Licensing and related revenues |
Royalties |
Total |
Licensing and related revenues |
Royalties |
Total |
|||||||||||||||||||
|
Geography |
||||||||||||||||||||||||
|
United States |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Europe and Middle East |
||||||||||||||||||||||||
|
Asia Pacific |
||||||||||||||||||||||||
|
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Use cases for the Company’s technology portfolio |
||||||||||||||||||||||||
|
Connect (baseband for handset and other devices, Bluetooth, Wi-Fi and NB-IoT) |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Infer (Imaging, vision and AI) |
||||||||||||||||||||||||
|
Sense (sensor fusion and audio) |
||||||||||||||||||||||||
|
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Timing of revenue recognition |
||||||||||||||||||||||||
|
Products transferred at a point in time |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
|
Products and services transferred over time |
— | — | ||||||||||||||||||||||
|
Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Contract balances:
The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers:
|
September 30, 2026 |
December 31, 2025 |
|||||||
|
Current assets (classified under “Trade receivables”): |
||||||||
|
Trade receivables |
$ | $ | ||||||
|
Unbilled receivables (associated with licensing and related revenues) |
||||||||
|
Unbilled receivables (associated with royalties) |
||||||||
|
Total current assets |
||||||||
|
Long-term assets (classified under “Other long-term assets”): |
||||||||
|
Unbilled receivables (associated with licensing and related revenues) |
||||||||
|
Deferred revenues (short-term contract liabilities) |
||||||||
The Company receives payments from customers based upon contractual payment schedules; trade receivables are recorded when the right to consideration becomes unconditional, and an invoice is issued to the customer. Unbilled receivables associated with licensing and other include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Unbilled receivables associated with royalties are recorded as the Company recognizes revenues from royalties earned during the quarter, but not yet invoiced, either by actual sales data received from customers, or, when applicable, by the Company’s estimation. Contract liabilities (deferred revenue) include payments received in advance of performance under the contract and are realized with the associated revenue recognized under the contract.
During the three and nine months ended September 30, 2026, the Company recognized $
Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days.
Costs to obtain a contract:
As of September 30, 2026 and December 31, 2025, the Company had a remaining contract cost asset of $
|
NOTE 4: |
MARKETABLE SECURITIES |
The following is a summary of available-for-sale marketable securities:
|
September 30, 2026 (Unaudited) |
||||||||||||||||
|
Amortized |
Gross |
Gross |
Fair |
|||||||||||||
|
Available-for-sale - matures within one year: |
||||||||||||||||
|
Corporate bonds |
$ | $ | $ | ( |
) | $ | ||||||||||
|
Available-for-sale - matures after one year through four years: |
||||||||||||||||
|
Corporate bonds |
( |
) | ||||||||||||||
|
Total |
||||||||||||||||
| $ | $ | $ | ( |
) | $ | |||||||||||
|
December 31, 2025 |
||||||||||||||||
| Amortized cost |
Gross unrealized gains |
Gross unrealized losses |
Fair value |
|||||||||||||
|
Available-for-sale - matures within one year: |
||||||||||||||||
|
Corporate bonds |
$ | $ | $ | ( |
) | $ | ||||||||||
|
Available-for-sale - matures after one year through three years: |
||||||||||||||||
|
Corporate bonds |
( |
) | ||||||||||||||
|
Total |
$ | $ | $ | ( |
) | $ | ||||||||||
The following table presents gross unrealized losses and fair values for those investments that were in an unrealized loss position as of September 30, 2026 and December 31, 2025 and the length of time that those investments have been in a continuous loss position:
|
Less than 12 months |
12 months or greater |
|||||||||||||||
|
Fair value |
Gross unrealized loss |
Fair value |
Gross unrealized loss |
|||||||||||||
|
As of September 30, 2026 (unaudited) |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
As of December 31, 2025 |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
As of September 30, 2026, the allowance for credit losses was not material.
The following table presents gross realized gains and losses from sale of available-for-sale marketable securities:
|
Nine months ended |
Three months ended |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
|||||||||||||
|
Gross realized gains from sale of available-for-sale marketable securities |
$ | $ | $ | $ | ||||||||||||
|
Gross realized losses from sale of available-for-sale marketable securities |
$ | ( |
) | $ | $ | ( |
) | $ | ||||||||
|
NOTE 5: |
FAIR VALUE MEASUREMENT |
FASB ASC No. 820, “Fair Value Measurements and Disclosures” defines fair value and establishes a framework for measuring fair value. Fair value is an exit price, representing the amount that would be received for selling an asset or paid for the transfer of a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:
|
Level I |
Unadjusted quoted prices in active markets that are accessible on the measurement date for identical, unrestricted assets or liabilities; |
|
Level II |
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and |
|
Level III |
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). |
The Company measures its marketable securities, investments in marketable equity securities and foreign currency derivative contracts at fair value. The carrying amount of cash, cash equivalents, short-term bank deposits, trade receivables, other accounts receivable, trade payables and other accounts payables approximate fair value due to the short-term maturity of these instruments. Investments in marketable equity securities are classified within Level I as the securities are traded in an active market. Marketable securities and foreign currency derivative contracts are classified within Level II as the valuation inputs are based on quoted prices and market observable data of similar instruments.
The table below sets forth the Company’s assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
|
Description |
September 30, 2026 (unaudited) |
Level I (unaudited) |
Level II (unaudited) |
Level III (unaudited) |
||||||||||||
|
Assets: |
||||||||||||||||
|
Marketable securities: |
||||||||||||||||
|
Corporate bonds |
$ | $ | $ | $ | ||||||||||||
|
Foreign exchange contracts |
$ | $ | $ | $ | ||||||||||||
|
Investments in marketable equity securities |
$ | $ | $ | $ | ||||||||||||
|
Liabilities: |
||||||||||||||||
|
Foreign exchange contracts |
$ | $ | $ | $ | ||||||||||||
|
Description |
December 31, 2025 |
Level I |
Level II |
Level III |
||||||||||||
|
Assets: |
||||||||||||||||
|
Marketable securities: |
||||||||||||||||
|
Corporate bonds |
$ | $ | $ | $ | ||||||||||||
|
Foreign exchange contracts |
$ | $ | $ | $ | ||||||||||||
|
Investments in marketable equity securities |
$ | $ | $ | $ | ||||||||||||
|
NOTE 6: |
GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA |
The Company operates as operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker (“CODM”), which is the Company’s chief executive officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. There is no expense or asset information that is supplemental to those disclosed in these interim condensed consolidated financial statements that are regularly provided to the CODM. The allocation of resources and assessment of performance of the operating segment is based on consolidated net income as shown in our interim condensed consolidated statements of loss. The CODM considers net income in the annual forecasting process and reviews actual results when making decisions about allocating resources. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in these interim condensed consolidated financial statements.
|
a. |
Summary information about geographic areas: |
The following is a summary of revenues and long-lived assets (including ROU assets) within geographic areas:
|
Nine months ended |
Three months ended |
|||||||||||||||
|
2026 (unaudited) |
2025 (unaudited) |
2026 (unaudited) |
2025 (unaudited) |
|||||||||||||
|
Revenues based on customer location: |
||||||||||||||||
|
United States |
$ | $ | $ | $ | ||||||||||||
|
Europe and Middle East |
||||||||||||||||
|
Asia Pacific (1) |
||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
|
(1) China |
$ | $ | $ | $ | ||||||||||||
|
September 30, 2026 (unaudited) |
December 31, 2025 |
|||||||
|
Long-lived assets by geographic region: |
||||||||
|
Israel |
$ | $ | ||||||
|
France |
||||||||
|
United States |
||||||||
|
Greece |
||||||||
|
Other |
||||||||
| $ | $ | |||||||
|
b. |
Major customer data as a percentage of total revenues: |
The following table sets forth the customers that represented 10% or more of the Company’s total revenues in each of the periods set forth below:
|
Nine months ended |
Three months ended |
|||||||||||||||
|
2026 (unaudited) |
2025 (unaudited) |
2026 (unaudited) |
2025 (unaudited) |
|||||||||||||
|
Customer A |
* | ) | % | * | ) | % | ||||||||||
|
Customer B |
* | ) | * | ) | * | ) | % | |||||||||
|
Customer C |
* | ) | * | ) | * | ) | % | |||||||||
|
Customer D |
% | * | ) | * | ) | * | ) | |||||||||
|
Customer E |
* | ) | * | ) | % | * | ) | |||||||||
|
*) Less than 10% |
|
c. |
Major customer data as a percentage of total trade receivable: |
The following table sets forth the customers that represented 10% or more of the Company’s total trade receivable in each of the periods set forth below:
|
September 30, 2026 (unaudited) |
December 31, 2025 |
|||||||
|
Customer A |
% | * | ) | |||||
|
Customer B |
% | % | ||||||
*) Less than 10%
|
NOTE 7: |
FINANCIAL INCOME, NET |
|
Nine months ended |
Three months ended |
|||||||||||||||
|
2026 (unaudited) |
2025 (unaudited) |
2026 (unaudited) |
2025 (unaudited) |
|||||||||||||
|
Interest income |
$ | $ | $ | $ | ||||||||||||
|
Gain on available-for-sale marketable securities, net |
||||||||||||||||
|
Amortization of discount (premium) on available-for-sale marketable securities, net |
||||||||||||||||
|
Foreign exchange gain (loss), net |
( |
) | ( |
) | ||||||||||||
|
Total |
$ | $ | $ | $ | ||||||||||||
|
NOTE 8: |
NET LOSS PER SHARE OF COMMON STOCK |
Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during each period, plus dilutive potential shares of common stock considered outstanding during the period, in accordance with FASB ASC No. 260, “Earnings Per Share.”
|
Nine months ended |
Three months ended |
|||||||||||||||
|
2026 (unaudited) |
2025 (unaudited) |
2026 (unaudited) |
2025 (unaudited) |
|||||||||||||
|
Numerator: |
||||||||||||||||
|
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
Denominator (in thousands): |
||||||||||||||||
|
Basic and diluted weighted average common stock outstanding |
||||||||||||||||
|
Basic and diluted net loss per share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
The total number of shares related to outstanding equity-based awards was
|
NOTE 9: |
COMMON STOCK AND STOCK-BASED COMPENSATION PLANS |
The Company grants stock options and restricted stock units (“RSUs”) to employees and non‑employee directors of the Company and its subsidiaries under the Company’s equity plans and provides the right to purchase common stock pursuant to the Company’s 2002 employee stock purchase plan (the “ESPP”) to employees of the Company and its subsidiaries.
The options granted under the Company’s stock incentive plans have been granted at the fair market value of the Company’s common stock on the grant date. Options granted to employees under stock incentive plans generally vest at a rate of
|
Number of |
Weighted exercise |
Weighted remaining term |
Aggregate value |
|||||||||||||
|
Outstanding as of December 31, 2025 |
$ | $ | ||||||||||||||
|
Granted |
||||||||||||||||
|
Exercised |
( |
) | ||||||||||||||
|
Forfeited or expired |
||||||||||||||||
|
Outstanding as of September 30, 2026 (unaudited) |
$ | $ | ||||||||||||||
|
Exercisable as of September 30, 2026 (unaudited) |
$ | $ | ||||||||||||||
As of September 30, 2026, there was $
An RSU award is an agreement to issue shares of the Company’s common stock at the time the award or a portion thereof vests. RSUs granted to employees generally vest in equal annual installments starting on the anniversary of the grant date. RSUs granted to non-employee directors are awarded following a director’s election or re-election to the Board at the Company’s annual meeting, and fully vest on the -year anniversary of the grant date.
On February 11, 2026, the Compensation Committee of the Board (the “Committee”) granted
Subject to achievement of the above performance goals for 2026, the PSUs vest
The grant‑date fair value of the TSR‑based PSUs was estimated using a Monte Carlo simulation model, which incorporates assumptions regarding stock price volatility, risk‑free interest rates, and expected dividends. The grant‑date fair value of the financial‑metric PSUs was based on the Company’s stock price on the grant date.
A summary of the Company’s RSU and PSU activities and related information for the nine months ended September 30, 2026, are as follows:
|
Number of PSUs |
Weighted Average Grant- Date |
|||||||
|
Unvested as of December 31, 2025 |
$ | |||||||
|
Granted |
||||||||
|
Vested |
( |
) |
||||||
|
Forfeited or expired |
( |
) |
||||||
|
Unvested as of September 30, 2026 (unaudited) |
$ | |||||||
As of September 30, 2026, there was $
The following table shows the total equity-based compensation expense included in the interim condensed consolidated statements of loss:
|
Nine months ended |
Three months ended |
|||||||||||||||
|
2026 (unaudited) |
2025 (unaudited) |
2026 (unaudited) |
2025 (unaudited) |
|||||||||||||
|
Cost of revenue |
$ | $ | $ | $ | ||||||||||||
|
Research and development, net |
||||||||||||||||
|
Sales and marketing |
||||||||||||||||
|
General and administrative |
||||||||||||||||
|
Total equity-based compensation expense |
$ | $ | $ | $ | ||||||||||||
The fair value for rights to purchase shares of common stock under the Company’s employee stock purchase plan was estimated on the date of grant using the following assumptions:
| Nine months ended September 30, |
Three months ended |
||||||||||||||||||||
|
2026 (unaudited) |
2025 (unaudited) |
2026 (unaudited) |
2025 (unaudited) |
||||||||||||||||||
|
Expected dividend yield |
|||||||||||||||||||||
|
Expected volatility |
- | - | - | ||||||||||||||||||
|
Risk-free interest rate |
- | - | - | ||||||||||||||||||
|
Contractual term of up to (months) |
- | - | - | - | |||||||||||||||||
During the third quarter of 2026, the Company's employees purchased
|
NOTE 10: |
DERIVATIVES AND HEDGING ACTIVITIES |
The Company follows the requirements of FASB ASC No. 815, “Derivatives and Hedging” which requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging transaction and further, on the type of hedging transaction. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. Due to the Company’s global operations, it is exposed to foreign currency exchange rate fluctuations in the normal course of its business. The Company’s treasury policy allows it to offset the risks associated with the effects of certain foreign currency exposures through the purchase of foreign exchange forward or option contracts (“Hedging Contracts”). The policy, however, prohibits the Company from speculating on such Hedging Contracts for profit. To protect against the increase in value of forecasted foreign currency cash flow resulting mainly from salaries paid in currencies other than the U.S. dollar during the year, the Company instituted a foreign currency cash flow hedging program. The Company hedges portions of the anticipated payroll of its non-U.S. employees denominated in the currencies other than the U.S. dollar for a period of one to twelve months with Hedging Contracts. Accordingly, when the dollar strengthens against the foreign currencies, the decline in present value of future foreign currency expenses is offset by losses in the fair value of the Hedging Contracts. Conversely, when the dollar weakens, the increase in the present value of future foreign currency expenses is offset by gains in the fair value of the Hedging Contracts. These Hedging Contracts are designated as cash flow hedges.
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As of September 30, 2026 and December 31, 2025, the notional principal amount of the Hedging Contracts to sell U.S. dollars held by the Company was $
Other derivative instruments that are not designated as hedging instruments consist of forward contracts that the Company uses to hedge monetary assets denominated in currencies other than the U.S. dollar. Gains and losses on these contracts as well as related costs are included in financial income, net, along with the gains and losses of the related hedged item. There were no other open derivative instruments as of September 30, 2026 and December 31, 2025.
The fair value of the Company’s outstanding derivative instruments is as follows:
|
September 30, 2026 (unaudited) |
December 31, 2025 |
|||||||
|
Derivative assets: |
||||||||
|
Derivatives designated as cash flow hedging instruments: |
||||||||
|
Foreign exchange forward contracts |
$ | $ | ||||||
|
Total |
$ | $ | ||||||
|
Derivative liabilities: |
||||||||
|
Derivatives designated as cash flow hedging instruments: |
||||||||
|
Foreign exchange forward contracts |
$ | $ | ||||||
|
Total |
$ | $ | ||||||
The increase (decrease) in unrealized gains (losses) recognized in “accumulated other comprehensive income (loss)” on derivatives, before tax effect, is as follows:
|
Nine months ended |
Three months ended |
|||||||||||||||
|
2026 (unaudited) |
2025 (unaudited) |
2026 (unaudited) |
2025 (unaudited) |
|||||||||||||
|
Derivatives designated as cash flow hedging instruments: |
||||||||||||||||
|
Foreign exchange option contracts |
$ | $ | $ | $ | ||||||||||||
|
Foreign exchange forward contracts |
( |
) | ||||||||||||||
| $ | $ | $ | ( |
) | $ | |||||||||||
The net gains reclassified from “accumulated other comprehensive income (loss)” into income are as follows:
|
Nine months ended |
Three months ended |
|||||||||||||||
|
2026 (unaudited) |
2025 (unaudited) |
2026 (unaudited) |
2025 (unaudited) |
|||||||||||||
|
Derivatives designated as cash flow hedging instruments: |
||||||||||||||||
|
Foreign exchange option contracts |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
|
Foreign exchange forward contracts |
( |
) | ( |
) | ( |
) | ||||||||||
| $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | |||||||
The Company recorded in a net loss of $
|
NOTE 11: |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of taxes:
|
Nine months ended September 30, 2026 (unaudited) |
Three months ended September 30, 2026 (unaudited) |
|||||||||||||||||||||||
|
Unrealized gains (losses) on available- for-sale marketable securities |
Unrealized gains (losses) on cash flow hedges |
Total |
Unrealized gains (losses) on available- for-sale marketable securities |
Unrealized gains (losses) on cash flow hedges |
Total |
|||||||||||||||||||
|
Beginning balance |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||
|
Other comprehensive income (loss) before reclassifications |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
Amounts reclassified from accumulated other comprehensive income (loss) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
|
Net current period other comprehensive loss |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
Ending balance |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
|
Nine months ended September 30, 2025 (unaudited) |
Three months ended September 30, 2025 (unaudited) |
|||||||||||||||||||||||
|
Unrealized gains (losses) on available- for-sale marketable securities |
Unrealized gains (losses) on cash flow hedges |
Total |
Unrealized gains (losses) on available- for-sale marketable securities |
Unrealized gains (losses) on cash flow hedges |
Total |
|||||||||||||||||||
|
Beginning balance |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||
|
Other comprehensive income before reclassifications |
||||||||||||||||||||||||
|
Amounts reclassified from accumulated other comprehensive loss |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
Net current period other comprehensive income (loss) |
( |
) | ( |
) | ||||||||||||||||||||
|
Ending balance |
$ | ( |
) | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||
The following table provides details about reclassifications out of accumulated other comprehensive income (loss):
|
Details about Accumulated Other Comprehensive Income (Loss) Components |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) |
Affected Line Item in the Statements of Loss |
|||||||||||||||
|
Nine months ended September 30, |
Three months ended September 30, |
||||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
||||||||||||||
|
Unrealized gains on cash flow hedges |
$ | $ | $ | ( |
) | $ |
Cost of revenues |
||||||||||
| ( |
) |
Research and development |
|||||||||||||||
| ( |
) |
Sales and marketing |
|||||||||||||||
| ( |
) |
General and administrative |
|||||||||||||||
| ( |
) |
Total, before income taxes |
|||||||||||||||
|
Income tax expense |
|||||||||||||||||
| ( |
) |
Total, net of income taxes |
|||||||||||||||
|
Unrealized gains on available-for-sale marketable securities |
Financial income, net |
||||||||||||||||
| ( |
) | ( |
) |
Income tax expense |
|||||||||||||
|
Total, net of income taxes |
|||||||||||||||||
| $ | $ | $ | ( |
) | $ |
Total, net of income taxes |
|||||||||||
|
NOTE 12: |
SHARE REPURCHASE PROGRAM |
The Company did repurchase any shares of common stock during both the three and nine months ended September 30, 2026. During the three months ended September 30, 2025, the Company repurchased
The repurchases of common stock are accounted for as treasury stock, and result in a reduction of stockholders’ equity. When treasury shares are reissued, the Company accounts for the reissuance in accordance with FASB ASC No. 505-30, “Treasury Stock” and charges the excess of the repurchase cost over issuance price using the weighted average method to retained earnings. The purchase cost is calculated based on the specific identification method. In the case where the repurchase cost over issuance price using the weighted average method is lower than the issuance price, the Company credits the difference to additional paid-in capital.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
You should read the following discussion together with the unaudited financial statements and related notes appearing elsewhere in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties. Any or all of our forward-looking statements in this Quarterly Report may turn out to be wrong. These forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Factors which could cause actual results to differ materially include those set forth in Part II—Item 1A—“Risk Factors” in this Quarterly Report and Part I—Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 as well as those discussed elsewhere in this Quarterly Report. See “Forward-Looking Statements.”
The financial information presented in this Quarterly Report includes the results of Ceva, Inc. and its subsidiaries.
BUSINESS OVERVIEW
We enable Physical AI, the artificial intelligence embedded in billions of devices that connect, sense and infer data in the real world. We view Physical AI as the natural evolution of Edge AI. While Edge AI refers to running AI workloads locally on devices rather than in the cloud, Physical AI extends this concept further: it unifies connectivity, sensing and inference layers into a single fabric that allows devices not only to process data at the edge, but also to interact intelligently with their physical environment and the cloud. We believe Ceva is uniquely positioned as the only company with leadership in innovative silicon and software IP solutions across all three layers – connect, sense and infer.
In the third quarter of 2026, we continued to execute our strategy, generating revenues of $29.1 million, up 2% year over year. Licensing and related revenues were $16.3 million, up 2% year over year and down 10% sequentially. AI licensing revenues reached a quarterly record and represented more than 35% of total licensing and related revenues. Royalty revenues were $12.7 million, up 3% year over year and 18% sequentially, supported by the continued ramp of internally developed modems at a major U.S. customer and growth in Wi-Fi royalties. Customers shipped 623 million Ceva-powered devices during the quarter, up 8% year over year.
According to IPnest, we commanded 68% of the wireless connectivity IP market in 2025. Since 2003, more than 23 billion devices have shipped with Ceva IP, including approximately 2.1 billion in 2025. Our technologies power the connectivity, perception and intelligence in today’s most advanced smart edge products across consumer IoT, automotive, industrial and infrastructure, and mobile and PC markets. Based on market research, we believe these sectors will represent a $170 billion total addressable market for Physical AI and Edge AI by 2030.
Our portfolio spans:
|
● |
Connectivity layer (wireless transport): Bluetooth, Wi‑Fi, Ultra‑Wideband (UWB), cellular internet-of-things (IoT), and 5G‑Advanced IP platforms that form the backbone of ubiquitous, secure, and high‑performance communication. |
|
● |
Sensing layer (software and DSPs): Sensor fusion processors, RealSpace spatial audio, MotionEngine software, and general‑purpose digital signal processors (DSPs) that transform raw sensor data into actionable intelligence. |
|
● |
Inference layer (NPUs and AI DSPs): The next-generation NeuPro family of neural processing units (“NPUs”), built on a common architecture and unified software stack that spans Physical AI applications from always-on sensors to AI infrastructure. The portfolio comprises NeuPro-Nano for always-on sensing and entry-level perception in highly constrained devices, NeuPro Prime for mainstream convolutional neural network and transformer workloads, NeuPro Max for advanced edge applications, including robotics, multimodal AI, on-device assistants and Physical AI, and NeuPro Ultra, which extends the family into AI infrastructure for large language model inference in the cloud and data center. Alongside it, the SensPro family of AI DSPs serves high-performance signal and AI workloads. |
Together, these layers make Ceva, with our unified AI fabric, an essential enabler of Physical AI that breaks down barriers to entry and accelerates time‑to‑market for our customers. We are increasingly delivering more integrated, system-level solutions, rather than individual IP blocks. This approach enables customers to accelerate development, reduce engineering risk and focus internal resources on system-level differentiation, while increasing Ceva’s content per platform, deepening customer relationships and strengthening long-term royalty potential.
For more than three decades, we have been a trusted partner to hundreds of leading semiconductor and original equipment manufacturer (OEM) companies, serving not only our largest target growth markets but also a wide variety of other applications, including smart home, surveillance, robotics and medical. Our transformative semiconductor IP and embedded software offerings are incorporated by customers into application-specific integrated circuits (ASICs) and application-specific standard products (ASSPs) to enable power‑efficient, intelligent, secure and connected devices that connect, sense and infer – the three critical pillars of the rapidly evolving era of AI‑enabled smart edge technology.
We license our portfolio of wireless communications, sensing and scalable Edge AI IP to our customers, breaking down barriers to entry and enabling them to bring new cutting-edge products to market faster, more reliably, efficiently and economically.
We believe our portfolio of technologies comprised of connectivity, sensing and inference – the three foundational layers of Physical AI – positions Ceva at the center of the most important megatrends shaping the semiconductor industry, including 5G expansion, generative and embedded AI, industrial automation and vehicle electrification. Demand across these areas continues to drive strong interest in our IP portfolio, both in established markets and in new, emerging use cases.
In the third quarter of 2026, we signed 10 IP licensing agreements, including three with first-time customers. AI accounted for six agreements, and AI licensing revenues reached their highest quarterly level on record. These agreements included NeuPro-M for an AI infrastructure application, NeuPro-Nano and NeuPro-Max for consumer IoT applications, and two AI DSP reuse agreements extending our technologies into additional customer products.
During the quarter, three of our highest-volume connectivity customers extended their long-standing agreements with Ceva for multiple years and added more Ceva IP. One licensed our Wi-Fi 6 and Wi-Fi 7 technologies, complementing the Bluetooth and DSP IP it already ships in high volume. These engagements expand our technology footprint within customer portfolios and our opportunity for future royalty growth.
In sensing, we secured a MotionEngine Hex agreement to enable motion-based interaction with smart TVs. The customer is targeting one of the world's largest television brands. This agreement builds on our agreement last year with a leading smart TV platform provider to integrate MotionEngine into its operating system.
AI-related licensing represented more than 35% of total licensing and related revenues in the third quarter, highlighting the growing commercial adoption of our AI technologies. Subsequent to quarter-end, on October 28, 2026, we announced our next-generation NeuPro portfolio, comprising NeuPro-Nano, NeuPro Prime, NeuPro Max and NeuPro Ultra. The new portfolio extends our addressable applications from embedded and advanced edge AI into AI infrastructure, building on a common architecture and unified software stack. The next-generation architecture is available to select early-access customers, with general availability planned for the second quarter of 2027.
We believe the following key elements represent significant growth drivers for Ceva as the leader in silicon and software IP enabling Physical AI, spanning the three foundational layers of connectivity, sensing and inference:
|
● |
Connectivity layer – Foundation for billions of devices: Our broad Bluetooth, Wi‑Fi, UWB, and cellular IoT IP platforms address the high‑volume IoT, industrial, consumer, and smart home markets. ABI Research projects more than 16.5 billion devices annually by 2029. With leadership in Wi‑Fi 6 and Wi‑Fi 7 IP, and record Wi‑Fi 6 shipments in 2025, we believe we are positioned to capture higher royalty revenues as customers transition to newer standards. |
|
● |
Connectivity layer – 5G everywhere: Our PentaG2 platform and DSPs for 5G mobile broadband, 5G RedCap and 5G Advanced, including our PentaG-NTN solution for satellite communications, provide one of the industry’s most comprehensive baseband IP solutions, enabling fixed wireless access, satellite communications, robotics, automotive and industrial applications. |
|
● |
Connectivity layer – Infrastructure intelligence: Our PentaG RAN platform, including the Ceva‑XC22 multi‑thread DSP, extends our leadership into 5G RAN and 5G Advanced for data centers and infrastructure, enabling scalable, customizable solutions for next‑generation networks. |
|
● |
Sensing layer – Consumer audio and spatial intelligence: High‑volume consumer audio markets such as TWS earbuds, AR/VR headsets, and wearables represent incremental growth opportunities for our Bluetooth, Audio AI DSPs, NPUs and RealSpace Spatial Audio & Head Tracking software. Recent design wins with Nothing and other consumer brands highlight growing adoption. |
|
● |
Sensing layer – Software intelligence at scale: Our MotionEngine software, already shipped in more than 500 million devices, enhances MEMS‑based inertial and environmental sensors across robotics, smartphones, laptops, TWS earbuds, and more. Combined with our SensPro DSPs and NeuPro NPUs, we believe this positions Ceva as a one‑stop shop for sensor processing and AI‑driven user experiences. |
|
● |
Inference layer – Generative and classic AI at the edge: Our NeuPro portfolio addresses generative and classic AI applications across edge devices and, with the next-generation portfolio announced subsequent to quarter-end, AI infrastructure. Existing engagements include Microchip's portfolio license for our NeuPro-M and NeuPro-Nano NPUs and an earlier agreement with a leading global AI and computing platform company developing next-generation custom AI silicon. The third quarter included a NeuPro-M agreement for an AI infrastructure application. These engagements broaden our opportunities across semiconductor, OEM and platform customers. |
|
● |
Inference layer – Embedded AI and TinyML: Our NeuPro‑Nano NPUs bring cost‑ and power‑efficient AI to microcontrollers and systems-on-chips (SoCs), enabling artificial IoT (AIoT) devices for sound, vision, vibration, and health monitoring. ABI Research projects that by 2030, over 50% of TinyML shipments will be powered by dedicated embedded AI hardware such as NeuPro‑Nano. |
|
● |
Inference layer – AI DSPs for perception and sensor intelligence: Our SensPro2 AI DSP family addresses demand for efficient, high‑performance AI signal processing across sensor‑rich applications, from smartphones and drones to automotive ADAS and industrial IoT. |
As a result of our focus on silicon and software IP solutions spanning the connectivity, sensing and inference layers of Physical AI, we believe Ceva is well positioned for sustained, long‑term growth in both shipments and royalty revenues. Our diversified royalty streams reflect a broad range of average selling prices (ASPs) – from high‑volume Bluetooth and Wi‑Fi connectivity platforms that power billions of consumer devices to higher‑value inference engines and AI DSPs such as NeuPro and SensPro, as well as infrastructure‑class platforms like PentaG-RAN. We believe this mix provides both scale and resilience, enabling us to capture growth across consumer, automotive, industrial and infrastructure markets while reinforcing our role as the enabler of Physical AI.
CURRENT TRENDS
We believe the long-term trend of digital transformation is evolving into a new era defined by Physical AI – the next phase of Edge AI – where intelligence is embedded directly into the devices that connect, sense and interact with the real world. Our ubiquitous IP portfolio and collaborative licensing model position us to capture secular growth across consumer IoT, automotive, industrial and infrastructure, and mobile and PC markets.
Our customers are increasingly adopting our technologies as they seek to integrate connectivity, sensing and intelligence into their devices. In the third quarter of 2026, we signed 10 licensing agreements, including three with first-time customers and six involving AI. AI licensing revenues reached a quarterly record and represented more than 35% of total licensing and related revenues. Customer adoption of additional connectivity technologies and AI DSP reuse agreements also expanded our pipeline of future royalty-generating designs.
In the third quarter of 2026, customers shipped 623 million Ceva-powered devices, up 8% year over year. Bluetooth shipments increased 9% year over year to 329 million units, while cellular IoT shipments reached a new quarterly record of 69 million units, up 2% year over year. Wi-Fi shipments were 78 million units, down 6% year over year. Of the 78 million units, higher-value Wi-Fi 6 represented 57% of Wi-Fi unit shipments, up from 24% a year ago.
We also continued to make progress toward NPU royalty generation, with several NeuPro customers completing chip tape-outs during the third quarter. Subsequent to quarter-end, our November 2, 2026 announcement highlighted Mobilint's REGULUS AI SoC, which incorporates both our NeuPro-Nano NPU and SensPro DSP technologies in the same SoC. This illustrates how adoption of multiple Ceva technologies can expand our royalty opportunity per device. We expect initial NeuPro royalties around the end of 2026 or early 2027.
Royalty revenues increased 3% year over year and 18% sequentially in the third quarter, led by mobile. Mobile royalty revenues increased 20% year over year, reflecting the continued ramp of internally developed modems at a major U.S. customer. Wi-Fi royalties also increased, driven by a growing contribution from a higher mix of higher-ASP Wi-Fi 6 shipments. While macroeconomic conditions, geopolitical developments and supply chain dynamics continue to create uncertainty across the semiconductor industry, we believe our diversified royalty base positions us well for long-term growth.
In addition, we expect to complement our strong presence in the Asia-Pacific region by further expanding our customer base and revenues in Europe and the U.S. We continue to pursue customer engagements across these regions to broaden our global reach.
The global economy continued to be impacted by macroeconomic conditions, including a volatile interest rate environment, foreign currency exchange rate fluctuations, ongoing inflation, memory pricing increases and shortages impacting consumer demand and manufacturing, world conflicts and uncertainty, like the Middle East conflict and higher fuel and oil prices, as well as changes in legislation and regulations, including enacted and proposed tariffs and other trade policies, which introduced additional uncertainty. In periods of perceived or actual unfavorable economic conditions, our customers or potential customers may delay or re-evaluate their decisions to initiate projects, which could result in a delay or cessation of engagements with us and lower licensing revenues. In addition, weaker consumer demand may result in lower royalty revenues as our customers ship fewer units, and supply chain dynamics and component pricing may also impact end-market demand.
Instability in the Middle East
Our operations in Israel remain largely unaffected by the war between Israel and Hamas that began on October 7, 2023 and escalated to conflicts with Lebanon, Hezbollah and Iran. In February 2026, the United States and Israel launched joint combat operations in Iran to which Iran and Hezbollah responded with ballistic missile and drone attacks on Israel as well as other countries and U.S. military bases in the region. Although the United States and Iran have announced ceasefire and de-escalation arrangements from time to time, hostilities have subsequently resumed and may continue or escalate. Despite the evolving geopolitical situation, we continue to drive our business and support our customers globally. However, a portion of our employees in Israel have been or are called to active reserve duty, and additional employees may be called in the future, if needed. We have executed our business continuity plan with respect to those employees. It is possible that some of our operations in the region may be disrupted if this continues for a significant period of time or if the situation further deteriorates. The intensity and duration of these conflicts, as well as their economic implications for the Company and Israel’s economy, remain difficult to predict. For more information, please refer to the risk factor titled “Our operations in Israel may be adversely affected by instability in the Middle East region” in Part I—Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
RESULTS OF OPERATIONS
Total Revenues
Total revenues were $29.1 million and $85.1 million for the third quarter and first nine months of 2026, respectively, representing an increase of 2% and 9%, as compared to the corresponding periods in 2025. The increase in total revenues for both the third quarter and first nine months of 2026 was primarily attributable to higher licensing and related revenues and royalty revenues, as further described below.
Our five largest customers accounted for 44% and 36% of our total revenues for the third quarter and first nine months of 2026, respectively, as compared to 45% and 39%, respectively, for the comparable periods in 2025. One customer accounted for 11% of our total revenues for the third quarter of 2026, as compared to three customers that each accounted for 11% of our total revenues for the third quarter of 2025. One customer accounted for 10% of our total revenues for the first nine months of 2026, as compared to one customer that accounted for 15% of our total revenues for the first nine months of 2025. Generally, the identity of our customers representing 10% or more of our total revenues varies from period to period, especially with respect to our IP licensing customers, as we generate licensing revenues from new customers on a quarterly basis. With respect to our royalty revenues, two royalty-paying customers represented 10% or more of our total royalty revenues for the third quarter of 2026 and collectively represented 34% of our total royalty revenues for such period, and one royalty-paying customer represented 10% or more of our total royalty revenues for first nine months of 2026 and represented 20% of our total royalty revenues for such period. Two royalty-paying customers represented 10% or more of our total royalty revenues for both the third quarter and first nine months of 2025 and collectively represented 36% and 35% of our total royalty revenues for the third quarter and first nine months of 2025, respectively. We expect that a significant portion of our future revenues will continue to be generated by a limited number of customers. The concentration of our customers is attributable, in part, to consolidation in the semiconductor industry.
The following table sets forth use cases for the Ceva technology portfolio as percentages of our total revenues for each of the periods set forth below:
|
First Nine Months |
First Nine Months |
Third Quarter |
Third Quarter |
|||||||||||||
|
Connect (baseband for handset and other devices, Bluetooth, Wi-Fi and NB-IoT) |
73 | % | 71 | % | 68 | % | 67 | % | ||||||||
|
Infer (Imaging, vision and AI) |
17 | % | 16 | % | 22 | % | 20 | % | ||||||||
|
Sense (sensor fusion and audio) |
10 | % | 13 | % | 10 | % | 13 | % | ||||||||
Licensing and Related Revenues
Licensing and related revenues were $16.3 million and $52.4 million for the third quarter and first nine months of 2026, respectively, representing an increase of 2% and 14% as compared to the corresponding periods in 2025.
In licensing, a new customer selected NeuPro-M for an AI infrastructure application focused on improving the efficiency of data center inference systems. Other agreements included NeuPro-Nano and NeuPro-Max for consumer IoT applications. Furthermore, we continued to expand our AI DSP business, signing two reuse agreements that extend our technology into additional customer products and expand our pipeline of future royalty-generating designs. Our wireless connectivity business continues to benefit from the growing need for multiple connectivity technologies in increasingly intelligent devices. During the quarter, one of our highest-volume customers expanded its long-standing relationship with Ceva and licensed our Wi-Fi 6 and Wi-Fi 7 technologies, alongside our Bluetooth and DSPs that it already deploys at scale. This is an important part of our connectivity strategy. We also signed two multi-use Bluetooth agreements, further expanding the reach of our connectivity IP across customer product portfolios. Our leadership in this market was recently reaffirmed by IPnest, which ranked Ceva number one in wireless interface IP for the third successive year, with approximately 68% market share by revenue for the third successive year. In sensing, we secured a new agreement for our MotionEngine Hex technology to enable advanced motion-based interaction for smart TVs. Our customer is targeting one of the world's largest television brands. This agreement builds on our agreement last year with a leading smart TV platform provider to integrate MotionEngine into its operating system. Together, these engagements expand our presence across the smart TV ecosystem, enabling more intuitive and precise user experiences as televisions evolve into increasingly interactive entertainment and gaming platforms. Overall, we continued to make progress across our business during the third quarter. Record AI licensing revenue reflects the growing commercial adoption of our AI portfolio.
We signed 10 agreements during the quarter, including three with first-time customers. AI was particularly strong, accounting for six of these agreements. Our record quarterly AI licensing revenue demonstrates that our investment in AI technologies is translating into meaningful business today, while expanding our opportunity for long-term royalty growth.
Licensing and related revenues accounted for 56% and 62% of our total revenues for the third quarter and first nine months of 2026, respectively, as compared to 56% and 59% for the comparable periods of 2025.
Royalty Revenues
Royalty revenues were $12.7 million and $32.7 million for the third quarter and first nine months of 2026, respectively, representing an increase of 3% and 2% as compared to the corresponding periods in 2025. Royalty revenues accounted for 44% and 38% of our total revenues for the third quarter and first nine months of 2026, respectively, as compared to 44% and 41% for the comparable periods of 2025. We reported shipments of 623 million Ceva-powered devices in the third quarter of 2026, matching our all-time quarterly record. Our IoT unit volumes reflect the scale and penetration of our connectivity business, with strong Bluetooth volumes, record cellular IoT shipments and record Wi-Fi 6 unit shipments, which carry higher royalty value. This strength was partly offset by weakness in the broader compute-intensive consumer markets, including smartphones, PCs and TVs, where memory market headwinds weighed on demand.
A key development was the continued ramp of internally developed modems at a major U.S. customer, contributing to growth in mobile royalties. This is the first time our customer has moved its internally developed modems into high-volume production across its mainstream flagship smartphone models, an important step for Ceva in this market. We expect this volume ramp to accelerate significantly in the fourth quarter, supported by a full quarter of device shipments across multiple models, and to continue into 2027 and beyond. We believe this, together with continued share gains in broad-based IoT, positions us well for future royalty growth.
The five largest royalty-paying customers accounted for 56% and 53% of our total royalty revenues for the third quarter and first nine months of 2026, respectively, as compared to 54% for both the comparable periods of 2025.
Geographic Revenue Analysis
|
Nine Months |
Nine Months |
Third Quarter |
Third Quarter |
|||||||||||||||||||||||||||||
|
(in millions, except percentages) |
||||||||||||||||||||||||||||||||
|
United States |
$ | 23.3 | 27 | % | $ | 15.9 | 20 | % | $ | 5.0 | 17 | % | $ | 6.8 | 24 | % | ||||||||||||||||
|
Europe and Middle East |
$ | 3.2 | 4 | % | $ | 5.0 | 7 | % | $ | 1.3 | 4 | % | $ | 1.5 | 5 | % | ||||||||||||||||
|
Asia Pacific (1) |
$ | 58.6 | 69 | % | $ | 57.3 | 73 | % | $ | 22.8 | 79 | % | $ | 20.1 | 71 | % | ||||||||||||||||
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(1) China |
$ | 48.6 | 57 | % | $ | 44.6 | 57 | % | $ | 19.5 | 67 | % | $ | 14.7 | 52 | % | ||||||||||||||||
Due to the nature of our license agreements and the associated potential large individual contract amounts, the geographic split of revenues, both in absolute dollars and percentage terms, generally varies from quarter to quarter.
Cost of Revenues
Cost of revenues was $4.3 million and $11.6 million for the third quarter and first nine months of 2026, respectively, as compared to $3.4 million and $10.4 million for the comparable periods of 2025. Cost of revenues accounted for 15% and 14% of our total revenues for the third quarter and first nine months of 2026, respectively, as compared to 12% and 13% for the comparable periods of 2025. The increase for the third quarter of 2026 primarily reflected higher salaries and employee-related costs, higher service costs and customization work for our customers, and higher payments to the Israeli Innovation Authority of the Ministry of Economy and Industry in Israel (the “IIA”). The increase for the first nine months of 2026 primarily reflected higher salaries and employee-related costs and higher payments to the IIA. Included in cost of revenues for the third quarter and first nine months of 2026 was a non-cash equity-based compensation expense of $0.2 million and $0.5 million, respectively, as compared to $0.2 million and $0.5 million for the comparable periods of 2025. Gross margin was 85% and 86% for the third quarter and first nine months of 2026, respectively, as compared to 88% and 87% for the comparable periods of 2025.
The number of technical support personnel was 34 at September 30, 2026, as compared to 31 at September 30, 2025.
Operating Expenses
Total operating expenses were $28.3 million and $84.2 million for the third quarter and first nine months of 2026, respectively, as compared to $27.1 million and $78.8 million for the comparable periods of 2025. The net increase for the third quarter of 2026 was primarily due to deal-related costs associated with a potential transaction that was ultimately not consummated and higher salaries and employee-related costs. The net increase for the first nine months of 2026 principally reflected higher salaries and employee-related costs, mainly associated with higher currency exchange expenses as a result of the devaluation of the U.S. dollar against the NIS, and higher non-cash equity-based compensation expenses.
Research and Development Expenses, Net
Total research and development expenses, net were $18.1 million and $57.3 million for the third quarter and first nine months of 2026, respectively, as compared to $19.5 million and $55.9 million for the comparable periods of 2025. The decrease for the third quarter of 2026 was primarily due to R&D tax credits recognized under the Crédit Impôt Recherche (the “CIR”) and the new Israeli Law for the Encouragement and Incentivization of Research and Development, 2026 (the “R&D Law”), with the latter reducing research and development expenses in 2026 and having no comparable benefit in 2025, as well as lower non-cash equity-based compensation expenses. The increase for the first nine months of 2026 principally reflected higher salaries and employee-related costs, mainly associated with higher currency exchange expenses as a result of the devaluation of the U.S. dollar against the NIS, partially offset by the tax credits recognized under the R&D Law, which reduced research and development expenses in 2026, with no comparable benefit in 2025. Included in research and development expenses for the third quarter and first nine months of 2026 were non-cash equity-based compensation expenses of $2.1 million and $7.7 million, respectively, as compared to $2.6 million and $7.8 million for the comparable periods of 2025. Research and development expenses as a percentage of our total revenues were 62% and 67% for the third quarter and first nine months of 2026, respectively, as compared to 69% and 71% for the comparable periods of 2025.
The number of research and development personnel was 281 at September 30, 2026, as compared to 322 at September 30, 2025.
Sales and Marketing Expenses
Our sales and marketing expenses were $3.9 million and $11.0 million for the third quarter and first nine months of 2026, respectively, as compared to $3.0 million and $9.8 million for the comparable periods of 2025. The increase for the third quarter of 2026 principally reflected higher salaries and employee-related costs, higher marketing and trade show expenses, and higher non-cash equity-based compensation expenses. The increase for the first nine months of 2026 principally reflected higher commission expenses, higher non-cash equity-based compensation expenses and the cost of a global sales meeting held during the period (an event that did not take place in the first nine months of 2025). Included in sales and marketing expenses for the third quarter and first nine months of 2026 were non-cash equity-based compensation expenses of $0.9 million and $2.3 million, respectively, as compared to $0.6 million and $1.7 million for the comparable periods of 2025. Sales and marketing expenses as a percentage of our total revenues were 14% and 13% for the third quarter and first nine months of 2026, respectively, as compared to 11% and 12% for the comparable periods of 2025.
The total number of sales and marketing personnel was 29 at September 30, 2026, as compared to 32 at September 30, 2025.
General and Administrative Expenses
Our general and administrative expenses were $6.2 million and $15.6 million for the third quarter and first nine months of 2026, respectively, as compared to $4.4 million and $12.7 million for the comparable periods of 2025. The increase for the third quarter of 2026 was primarily due to deal-related costs associated with a potential transaction that was ultimately not consummated and higher non-cash equity-based compensation expenses. The increase for the first nine months of 2026 was primarily due to deal-related costs associated with a potential transaction that was ultimately not consummated, higher salaries and employee-related costs and higher non-cash equity-based compensation expenses. Included in general and administrative expenses for the third quarter and first nine months of 2026 were non-cash equity-based compensation expenses of $1.8 million and $5.0 million, respectively, as compared to $1.5 million and $4.1 million for the comparable periods of 2025. General and administrative expenses as a percentage of our total revenues were 21% and 18% for the third quarter and first nine months of 2026, respectively, as compared to 15% and 16% for the comparable periods of 2025.
The number of general and administrative personnel was 50 at September 30, 2026, as compared to 49 at September 30, 2025.
Amortization of Intangible Assets
Our amortization charges were $0.1 million and $0.3 million for the third quarter and first nine months of 2026, respectively, as compared to $0.1 million and $0.4 million for the comparable periods of 2025. The amortization charges for both the third quarter and first nine months of 2026 and 2025 were incurred in connection with the amortization of intangible assets associated with the acquisitions of the Hillcrest Labs and VisiSonics businesses.
Financial Income, Net (in millions)
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Nine Months |
Nine Months |
Third Quarter |
Third Quarter |
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Financial income, net |
$ | 5.2 | $ | 5.5 | $ | 2.3 | $ | 1.2 | ||||||||
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of which: |
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Interest income and gains and losses from marketable securities, net |
$ | 6.3 | $ | 4.6 | $ | 2.2 | $ | 1.5 | ||||||||
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Foreign exchange gain (loss) |
$ | (1.1 | ) | $ | 0.9 | $ | 0.1 | $ | (0.3 | ) | ||||||
Financial income, net, consists of interest earned on investments, gains and losses from sale of marketable securities, accretion (amortization) of discounts (premiums) on marketable securities and foreign exchange movements.
The increase in interest income and gains and losses from marketable securities, net, during both the third quarter and first nine months of 2026 principally reflected higher combined bank deposits and marketable securities balances held, mainly resulting from the follow‑on offering completed in the fourth quarter of 2025.
We review our monthly expected major non-U.S. dollar denominated expenditures and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. However, our Euro cash balances have increased significantly on a quarterly basis beyond our Euro liabilities, mainly from applicable French research tax credits, which are generally refunded every three years. Separately, our NIS liabilities are significantly higher than our NIS‑denominated assets, mainly because of operating lease obligations. We try to mitigate certain foreign currency exposures through the use of foreign exchange forward contracts. As a result of these currency exposures, net of our hedging activities, we recorded a foreign exchange gain of $0.1 million and a foreign exchange loss of $1.1 million for the third quarter and first nine months of 2026, respectively, as compared to a foreign exchange loss of $0.3 million and a foreign exchange gain of $0.9 million for the comparable periods of 2025.
Remeasurement of Marketable Equity Securities
We recorded a loss of less than $0.1 million and a gain of $0.1 million for the third quarter and first nine months of 2026, respectively, as compared to a gain of less than $0.1 million and a loss of $0.3 million for the comparable periods of 2025, related to remeasurement of marketable equity securities, which we hold at fair value. Over time, remeasurement of marketable equity securities may be affected by market dynamics and other factors. Equity values generally change daily for marketable equity securities and upon the occurrence of observable price changes or upon impairment of marketable equity securities. In addition, volatility in the global economic climate and financial markets could result in a significant change in the value of our investments.
Income Tax Expense
Our income tax expense was $1.1 million and $4.2 million for the third quarter and first nine months of 2026, respectively, as compared to $1.7 million and $3.8 million for the comparable periods of 2025. The decrease in the third quarter of 2026 was primarily attributable to lower withholding tax expense, while the increase for the first nine months of 2026 was primarily attributable to higher withholding tax expense. In addition, the corresponding periods of 2025 reflected the impact of changes in deferred tax assets related to net operating loss carryforwards of our French subsidiary. In December 2025, we established a full valuation allowance against these deferred tax assets. As a result, no similar tax impact was recognized during the third quarter and first nine months of 2026.
We are subject to income and other taxes in the United States and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are dependent on the jurisdictions in which profits are determined to be earned and taxed. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. A number of factors influence our effective tax rate, including changes in tax laws and treaties as well as the interpretation of existing laws and rules. Federal, state, and local governments and administrative bodies within the United States, and other foreign jurisdictions have implemented, or are considering, a variety of broad tax, trade, and other regulatory reforms that may impact us. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. Key corporate tax provisions of OBBBA include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, modification of several international tax provisions, and expanded Section 162(m) aggregation requirements. In accordance with ASC 740, we have recognized the effects of the new tax law in the period of enactment. The OBBBA did not have a material impact on our financial position.
We have significant operations in Israel and France, and a substantial portion of our taxable income is generated in these jurisdictions, as well as potentially in the U.S. due to Global Intangible Low-Taxed Income and the requirement to capitalize research and development expenditures under IRC Section 174 over 15 years if sourced internationally. Although certain of our non-U.S. subsidiaries are taxed at rates substantially lower than U.S. tax rates, our overall tax rate could nevertheless result in a substantial increase as a result of withholding tax expenses with respect to which we are unable to obtain a refund from the relevant tax authorities.
Our Irish subsidiary qualified for a 12.5% tax rate on its trade. Interest income generated by our Irish subsidiary is taxed at a rate of 25%.
Our French subsidiary is entitled to a tax benefit of 10% applied to specific revenues under the French IP Box regime. The French IP Box regime applies to net income derived from the licensing, sublicensing or sale of several IP rights, such as patents and copyrighted software, including royalty revenues. This elective regime requires a direct link between the income benefiting from the preferential treatment and the research and development expenditures incurred and contributing to that income. Qualifying income may be taxed at a favorable 10% corporate income tax rate (plus social surtax, hence 10.3% in total). Income not eligible for a tax benefit under the French IP Box regime is taxed at a regular rate of 25%.
Our Israeli subsidiary has previously benefited from various Israeli tax incentives, including reduced corporate tax rates and, in some instances, exemptions on undistributed profits. These tax-exempt profits are permanently reinvested as management has determined that the Israeli subsidiary does not currently intend to distribute dividends. Therefore, deferred taxes have not been provided for such tax-exempt income. We intend to continue to reinvest these profits and do not currently foresee a need to distribute dividends out of such tax-exempt income.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
We believe that the assumptions and estimates associated with revenue recognition, equity-based compensation and credit losses have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.
See our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of additional critical accounting policies and estimates. There have been no changes in our critical accounting policies as compared to those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2025.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2026, we had approximately $29.6 million in cash and cash equivalents, $5.1 million in bank deposits, and $186.0 million in marketable securities, totaling $220.7 million, as compared to $222.0 million at December 31, 2025. The decrease for the first nine months of 2026 principally reflected investments in leasehold and equipment for our new offices in Ra’anana, Israel, partially offset by cash proceeds from exercise of stock-based awards.
Out of total cash, cash equivalents, bank deposits and marketable securities of $220.7 million, $87.2 million was held by our foreign subsidiaries. Our intent is to reinvest earnings of our foreign subsidiaries, and our current operating plans do not demonstrate a need to repatriate foreign earnings to fund our U.S. operations. If additional funds are required in the United States for strategic transactions or other corporate purposes, we would first seek to access such capital through alternative means, including tax-efficient transfers of funds that qualify for applicable exemptions, debt financing arrangements, or capital markets transactions, including potential follow-on equity offerings, similar to our follow-on public offering completed in November 2025. However, if these alternatives are not available or are not sufficient, we may need to accrue and pay taxes to repatriate these funds. The determination of the amount of additional taxes related to the repatriation of these earnings is not practicable, as it may vary based on various factors such as the location of the cash and the effect of regulation in the various jurisdictions from which the cash would be repatriated.
During the first nine months of 2026, we invested $124.8 million of cash in bank deposits and marketable securities with maturities up to 44 months from the balance sheet date. In addition, during the same period, bank deposits and marketable securities were redeemed for cash amounting to $112.4 million. All our marketable securities are classified as available-for-sale. The purchase and sale or redemption of available-for-sale marketable securities are considered part of investing cash flow. Available-for-sale marketable securities are stated at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, net of taxes. Realized gains and losses on sales of investments, as determined on a specific identification basis, are included in the interim condensed consolidated statements of loss. The amount of credit losses recorded for the first nine months of 2026 was immaterial. For more information about our marketable securities, see Note 4 to the interim condensed consolidated financial statements for the three and nine months ended September 30, 2026.
Bank deposits are classified as short-term bank deposits and long-term bank deposits. Short-term bank deposits are deposits with maturities of more than three months but no longer than one year from the balance sheet date, whereas long-term bank deposits are deposits with maturities of more than one year as of the balance sheet date. Bank deposits are presented at their cost, including accrued interest, and purchases and sales are considered part of cash flows from investing activities.
Operating Activities
Net cash provided by operating activities for the first nine months of 2026 was $2.5 million and consisted of net loss of $9.7 million, adjustments for non-cash items of $19.1 million, and changes in operating assets and liabilities of $6.9 million. Adjustments for non-cash items primarily consisted of $2.5 million of depreciation and amortization of intangible assets, $15.5 million of equity-based compensation expenses, and $1.3 million of unrealized foreign exchange loss. The decrease in operating assets and liabilities primarily consisted of an increase in prepaid expenses and other assets of $6.7 million (mainly as a result of payment of a yearly design tool subscription, an increase in French research tax benefits applicable to the CIR, advance tax payments, and a $2.6 million increase in unbilled receivables classified as “other long-term assets” in the interim condensed consolidated balance sheets), as well as a decrease in trade payables of $1.2 million and a decrease in accrued payroll and related benefits of $2.4 million (mainly as a result of yearly bonus payments), partially offset by a decrease in trade receivables, net, of $2.7 million and a decrease in operating lease right-of-use assets of $0.8 million.
Net cash used in operating activities for the first nine months of 2025 was $12.1 million and consisted of net loss of $9.5 million, adjustments for non-cash items of $15.7 million, and changes in operating assets and liabilities of $18.3 million. Adjustments for non-cash items primarily consisted of $3.1 million of depreciation and amortization of intangible assets and $14.1 million of equity-based compensation expenses, partially offset by $1.1 million of unrealized foreign exchange gain. The decrease in operating assets and liabilities primarily consisted of an increase in trade receivables of $12.2 million, a decrease in accrued expenses and other payables of $0.9 million, a decrease in accrued payroll and related benefits of $4.2 million (mainly as a result of yearly bonus payments), and a decrease in deferred revenues of $0.5 million.
Cash flows from operating activities may vary significantly from quarter to quarter depending on the timing of our receipts and payments. Our ongoing cash outflows from operating activities principally relate to payroll-related costs and obligations under our property leases and design tool licenses. Our primary sources of cash inflows are receipts from our accounts receivable, to some extent, funding from research and development government grants and French research tax credits, and interest earned from our cash, deposits and marketable securities. The timing of receipts of accounts receivable from customers is based upon the completion of agreed milestones or agreed dates as set out in the contracts.
Investing Activities
Net cash used in investing activities for the first nine months of 2026 was $16.5 million, compared to $14.6 million of net cash provided by investing activities for the comparable period of 2025. We had a cash outflow of $119.0 million and a cash inflow of $109.5 million with respect to investments in marketable securities during the first nine months of 2026, as compared to a cash outflow of $49.8 million and a cash inflow of $63.1 million with respect to investments in marketable securities during the first nine months of 2025. For the first nine months of 2026, we had a net investment of $3.0 million in bank deposits, as compared to a net investment of $0.7 million in bank deposits for the comparable period of 2025. We had a cash outflow of $4.0 million and $1.4 million during the first nine months of 2026 and 2025, respectively, from purchase of property and equipment (the 2026 outflow partially reflects investments in leasehold improvements and equipment for our new offices in Ra’anana, Israel). For the first nine months of 2025, we had a cash inflow of $3.5 million in connection with the release of escrowed funds associated with the sale of Intrinsix.
Financing Activities
Net cash provided by financing activities for the first nine months of 2026 was $3.0 million, as compared to net cash used in financing activities in the amount of $3.9 million for the comparable period of 2025. During the first nine months of 2026, we received $3.0 million from the exercise of stock-based awards, as compared to $3.2 million received for the comparable period of 2025. For the first nine months of 2025, we had a cash outflow of $7.2 million from the purchase of treasury stock.
In August 2008, we announced that our board of directors approved a share repurchase program for up to one million shares of common stock, which was extended collectively by an additional 7,800,000 shares in 2010, 2013, 2014, 2018, 2020, 2023 and 2024. No shares of common stock were repurchased during the first nine months of 2026. During the nine months ended September 30, 2025, we repurchased 340,295 shares of common stock at an average purchase price of $21.01 per share for an aggregate purchase price of $7.2 million. As of September 30, 2026, we had 684,486 shares available for repurchase.
We believe that our cash and cash equivalents, short-term bank deposits and marketable securities, along with cash from operations, will provide sufficient capital to fund our operations for at least the next 12 months. We cannot provide assurances, however, that the underlying assumed levels of revenues and expenses will prove to be accurate.
In addition, as part of our business strategy, we occasionally evaluate potential acquisitions of businesses, products and technologies and minority equity investments. Accordingly, a portion of our available cash may be used at any time for the acquisition of complementary products or businesses or minority equity investments. Such potential transactions may require substantial capital resources, which may require us to seek additional debt or equity financing. We cannot assure you that we will be able to successfully identify suitable acquisition or investment candidates, complete acquisitions or investments, integrate acquired businesses into our current operations, or expand into new markets. Furthermore, we cannot provide assurances that additional financing will be available to us in any required time frame and on commercially reasonable terms, if at all.
Contractual Obligations and Commitments
We believe that our contractual obligations and commitments have not changed materially from those included in our Annual Report on Form 10-K for the year ended December 31, 2025.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
A majority of our revenues and a portion of our expenses are transacted in U.S. dollars and our assets and liabilities together with our cash holdings are predominantly denominated in U.S. dollars. However, the majority of our expenses are denominated in currencies other than the U.S. dollar, principally the NIS and the Euro. Increases in volatility of the exchange rates of currencies other than the U.S. dollar versus the U.S. dollar could have an adverse effect on the expenses and liabilities that we incur when remeasured into U.S. dollars. We review our monthly expected non-U.S. dollar denominated expenditures and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. However, our Euro cash balances increase significantly on a quarterly basis beyond our Euro liabilities, mainly from French research tax benefits applicable to the CIR, which is generally refunded every three years. Separately, our NIS liabilities are significantly higher than our NIS‑denominated assets, mainly because of operating lease obligations. We try to mitigate certain foreign currency exposures through the use of foreign exchange forward contracts. As a result of these currency exposures, net of our hedging activities, we recorded a foreign exchange gain of $0.1 million and a foreign exchange loss of $1.1 million for the third quarter and first nine months of 2026, respectively, as compared to a foreign exchange loss of $0.3 million and a foreign exchange gain of $0.9 million for the comparable periods of 2025.
As a result of currency fluctuations and the remeasurement of non-U.S. dollar denominated expenditures to U.S. dollars for financial reporting purposes, we may experience fluctuations in our operating results on an annual and quarterly basis. To protect against the increase in value of forecasted foreign currency cash flow resulting from salaries paid in currencies other than the U.S. dollar during the year, we follow a foreign currency cash flow hedging program. We hedge portions of the anticipated payroll for our non-U.S. employees denominated in currencies other than the U.S. dollar for a period of one to twelve months with forward and option contracts. During both the third quarter and first nine months of 2026, we recorded accumulated other comprehensive loss of $0.1 million from our forward contracts, net of taxes, with respect to anticipated payroll expenses for our non-U.S. employees. During the third quarter and first nine months of 2025, we recorded accumulated other comprehensive loss of $0.6 million and accumulated other comprehensive gain of $0.2 million, respectively, from our forward and option contracts, net of taxes, with respect to anticipated payroll expenses for our non-U.S. employees. As of September 30, 2026, the amount of other comprehensive loss from our forward contracts, net of taxes, was less than $0.1 million, which will be recorded in the consolidated statements of income (loss) during the following three months. We recognized a net loss of $0.1 million and a net gain of $0.6 million for the third quarter and first nine months of 2026, respectively, related to forward contracts, and a net gain of $0.6 million and $1.0 million for the comparable periods of 2025, related to forward and option contracts. We note that hedging transactions may not successfully mitigate losses caused by currency fluctuations. We expect to continue to experience the effect of exchange rate and currency fluctuations on an annual and quarterly basis.
A hypothetical 10% weakening of the U.S. dollar against the NIS and the Euro would have resulted in an increase to our salary and employee related expenses, which are a large portion of our operating costs, of approximately $1.5 million and $4.8 million for the third quarter and first nine months of 2026, respectively. A hypothetical 10% strengthening of the U.S. dollar against the NIS and the Euro would have resulted in a decrease to our salary and employee related expenses of approximately $1.2 million and $3.9 million for the third quarter and first nine months of 2026, respectively.
The majority of our cash and cash equivalents are invested in high-grade certificates of deposit with major U.S., European and Israeli banks. Generally, cash and cash equivalents and bank deposits may be redeemed and therefore minimal credit risk exists with respect to them. Nonetheless, deposits with these banks exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions. While we monitor on a systematic basis the cash and cash equivalent balances in the operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we deposit our funds fails or is subject to other adverse conditions in the financial or credit markets. To date, we have experienced no loss of principal or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our invested cash and cash equivalents will not be affected if the financial institutions that we hold our cash and cash equivalents fail.
We hold an investment portfolio consisting principally of corporate bonds. We have the ability to hold such investments until recovery of temporary declines in market value or maturity. As of September 30, 2026, the unrealized losses associated with our investments were $2.9 million. As we tend to hold such bonds with unrealized losses to recovery, the allowance for credit losses was not material during the third quarter and first nine months of 2026. However, we can provide no assurance that we will recover present declines in the market value of our investments.
Interest income and gains and losses from marketable securities, net, were $2.2 million and $6.2 million for the third quarter and first nine months of 2026, respectively, as compared to $1.5 million and $4.6 million for the comparable periods of 2025. The increase in interest income and gains and losses from marketable securities, net, during both the third quarter and first nine months of 2026 principally reflected higher combined bank deposits and marketable securities balances held, mainly resulting from the follow‑on offering completed in the fourth quarter of 2025.
We are exposed primarily to fluctuations in the level of U.S. interest rates. To the extent that interest rates rise, fixed interest investments may be adversely impacted, whereas a decline in interest rates may decrease the anticipated interest income for variable rate investments. We typically do not attempt to reduce or eliminate our market exposures on our investment securities because the majority of our investments are short term. We currently do not have any interest rate derivative instruments but may put them in place in the future. Fluctuations in interest rates within our investment portfolio have not had, and we do not currently anticipate such fluctuations will have, a material effect on our financial position on an annual or quarterly basis.
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Item 4. |
CONTROLS AND PROCEDURES |
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.
There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
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LEGAL PROCEEDINGS |
As of September 30, 2026, our interim condensed consolidated balance sheet includes a provision of approximately $0.2 million for one legal proceeding arising in the ordinary course of business, which was fully concluded during the third quarter. We are not a party to any litigation or legal proceedings that we believe could reasonably be expected to have a material effect on our business, results of operations and financial condition.
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Item 1A. |
RISK FACTORS |
We have not identified any material changes to the Risk Factors previously disclosed in Part I—Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, any one or more of which could, directly or indirectly, cause our actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of those factors, in whole or in part, could materially and adversely affect our business, financial condition, operating results and stock price. You should carefully consider the risks and uncertainties described in our Annual Report filed on Form 10-K for the year ended December 31, 2025, together with all of the other information in this Quarterly Report on Form 10-Q, including in Part I—Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the condensed consolidated financial statements and related notes.
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
There were no repurchases of our common stock during the three months ended September 30, 2026.
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DEFAULTS UPON SENIOR SECURITIES |
Not applicable.
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MINE SAFETY DISCLOSURES |
Not applicable.
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OTHER INFORMATION |
Rule 105b-1 Trading Plans
On
Amendments to Bylaws
On November 9, 2026, the Board of Directors of the Company (the “Board”) approved and adopted amendments to the existing Bylaws of the Company (as so amended, the “Bylaws”). Among other things, the amendments:
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change the voting standard for stockholder matters (other than the election of directors) from a majority of the shares present in person or represented by proxy and entitled to vote on the matter to a majority in voting power of the votes cast (excluding abstentions and broker non-votes); |
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clarify and enhance procedural mechanics and disclosure requirements in connection with stockholder director nominations and business proposals at stockholder meetings, including, without limitation, to: |
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revise the advance notice deadline for annual meetings (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act, which remain governed by that rule) to require that notice be delivered not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (subject to adjustment if the annual meeting is more than 30 days before or more than 60 days after such anniversary), such that, for the 2027 annual meeting, notice should be delivered between February 2, 2027 and March 4, 2027; |
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require that a stockholder submitting a nomination or proposal be a stockholder of record at the time of giving notice and at the time of the meeting and be present in person (including by remote communication) or through a qualified representative at the meeting; |
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update the information that proposing and nominating stockholders, certain related persons and director nominees are required to provide, including with respect to synthetic equity positions, the acquisition dates, investment intent and pledges of shares, material relationships and litigation involving the Company; |
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update the information, representations and agreements that proposed nominees are required to provide, including nominee voting commitments and intent to serve a full term, and limit the number of nominees a stockholder may nominate to the number of directors to be elected at the meeting; |
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clarify the timing and scope of the obligation of proposing and nominating stockholders and proposed nominees to update and supplement notices, including that updates may not be used to change nominees or add business; |
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require that notices and other documents be delivered to the Company in writing by hand or by certified or registered mail; |
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revise the universal proxy provisions to clarify that a nomination, and any related proxies and votes, will be disregarded if the nominating stockholder does not comply with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements, and provide evidence of compliance at least seven business days before the meeting; |
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provide that any stockholder soliciting proxies from other stockholders must use a proxy card color other than white; |
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provide that the Board may adopt rules and regulations for the conduct of stockholder meetings, that the person presiding over a stockholder meeting may prescribe rules, regulations and procedures for the meeting and may adjourn the meeting, including in the absence of a quorum, and that the presiding person, or the Board or a committee before the meeting, may determine that business or a nomination was not properly brought before the meeting; |
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provide that the Board may fix the exact number of directors by resolution within a range of five to nine directors; |
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permit special meetings of the Board to be called by the Chairman of the Board, the Chief Executive Officer, the Secretary or a majority of the directors, shorten the notice period for special meetings of the Board, and update the parties who may call a special meeting of a committee; |
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update the exclusive forum provision to permit the Company to consent to an alternative forum; |
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conform to recent amendments to the General Corporation Law of the State of Delaware, including with respect to virtual meetings, the stockholder list, electronic notice and the definition of officer for purposes of indemnification; and |
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make certain other technical, conforming, modernizing and clarifying changes. |
The complete text of the Bylaws is filed as Exhibit 3.1 hereto and incorporated herein by reference. The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws as filed hereto.
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Item 6. |
EXHIBITS |
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Exhibit |
Description |
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3.1 |
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31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |
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31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
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32 |
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer. |
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101.INS |
The following materials from Ceva, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Loss, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Comprehensive Loss, (v) Condensed Consolidated Statements of Changes in Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements. |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 thereunto duly authorized.
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Ceva, Inc. |
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Date: November 9, 2026 |
By: /s/ AMIR PANUSH |
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Amir Panush |
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Date: November 9, 2026 |
By: /s/ YANIV ARIELI |
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Yaniv Arieli |
Exhibit 3.1
AMENDED AND RESTATED BYLAWS
OF
CEVA, INC.
a Delaware corporation
TABLE OF CONTENTS
CONTENTS
Page
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ARTICLE I OFFICES |
1 | |
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Section 1.1 |
Registered Office |
1 |
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Section 1.2 |
Other Offices |
1 |
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ARTICLE II STOCKHOLDERS’ MEETINGS |
1 | |
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Section 2.1 |
Place of Meetings |
1 |
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Section 2.2 |
Annual Meetings |
1 |
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Section 2.3 |
Special Meetings |
2 |
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Section 2.4 |
Notice of Meetings |
2 |
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Section 2.5 |
Quorum and Voting |
3 |
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Section 2.6 |
Voting Rights |
3 |
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Section 2.7 |
Voting Procedures and Inspectors of Elections |
4 |
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Section 2.8 |
List of Stockholders |
5 |
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Section 2.9 |
Stockholder Proposals at Annual and Special Meetings |
6 |
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Section 2.10 |
Nominations of Persons for Election to the Board of Directors |
11 |
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Section 2.11 |
Delivery to the Corporation |
16 |
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ARTICLE III DIRECTORS |
16 | |
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Section 3.1 |
Number and Term of Office |
16 |
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Section 3.2 |
Powers |
17 |
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Section 3.3 |
Vacancies |
17 |
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Section 3.4 |
Resignations and Removals |
17 |
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Section 3.5 |
Meetings |
17 |
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Section 3.6 |
Quorum and Voting |
18 |
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Section 3.7 |
Action Without Meeting |
18 |
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Section 3.8 |
Fees and Compensation |
18 |
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Section 3.9 |
Committees |
19 |
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ARTICLE IV OFFICERS |
20 | |
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Section 4.1 |
Officers Designated |
20 |
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Section 4.2 |
Tenure and Duties of Officers |
20 |
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ARTICLE V EXECUTION OF CORPORATE INSTRUMENTS, AND VOTING OF SECURITIES OWNED BY THE CORPORATION |
21 | |
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Section 5.1 |
Execution of Corporate Instruments |
21 |
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Section 5.2 |
Voting of Securities Owned by the Corporation |
22 |
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ARTICLE VI SHARES OF STOCK |
22 | |
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Section 6.1 |
Form and Execution of Certificates |
22 |
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Section 6.2 |
Lost Certificates |
23 |
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Section 6.3 |
Transfers |
23 |
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Section 6.4 |
Fixing Record Dates |
23 |
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Section 6.5 |
Registered Stockholders |
24 |
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ARTICLE VII OTHER SECURITIES OF THE CORPORATION |
24 | |
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ARTICLE VIII INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS |
25 | |
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Section 8.1 |
Right to Indemnification |
25 |
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Section 8.2 |
Authority to Advance Expenses |
25 |
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Section 8.3 |
Right of Claimant to Bring Suit |
26 |
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Section 8.4 |
Provisions Nonexclusive |
26 |
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Section 8.5 |
Authority to Insure |
26 |
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Section 8.6 |
Survival of Rights |
26 |
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Section 8.7 |
Settlement of Claims |
26 |
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Section 8.8 |
Effect of Amendment |
27 |
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Section 8.9 |
Subrogation |
27 |
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Section 8.10 |
No Duplication of Payments |
27 |
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Section 8.11 |
Interpretation |
27 |
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ARTICLE IX NOTICES |
28 | |
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ARTICLE X CHOICE OF FORUM |
29 | |
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ARTICLE XI AMENDMENTS |
29 | |
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ARTICLE XII CONSTRUCTION; DEFINITIONS |
30 | |
AMENDED AND RESTATED BYLAWS
OF
CEVA, INC.
ARTICLE I
OFFICES
Section 1.1 Registered Office.
The registered office of CEVA, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Amended and Restated Certificate of Incorporation of the Corporation, as the same may be amended and/or restated from time to time (the “Certificate of Incorporation”).
Section 1.2 Other Offices.
The Corporation shall also have and maintain an office or principal place of business and any other offices, both within and without the State of Delaware and both within and without the United States, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS’ MEETINGS
Section 2.1 Place of Meetings.
Meetings of the stockholders of the Corporation shall be held at such place, either within or without the State of Delaware, and either within or without the United States, as may be designated from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the office of the Corporation required to be maintained pursuant to Section 1.2 of Article I hereof.
Section 2.2 Annual Meetings.
The annual meetings of the stockholders of the Corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held at such place and time as may be designated from time to time by the Board of Directors. The Board of Directors may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.
Section 2.3 Special Meetings.
Special meetings of the stockholders of the Corporation may be called, for any purpose, by the Chairman of the Board of Directors, the Chief Executive Officer or a majority of the Board of Directors at any time. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. The Board of Directors may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.
Section 2.4 Notice of Meetings.
(a) Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, notice of each meeting of stockholders shall be sent or otherwise given in accordance with Article IX of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, if any, date and hour, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting of stockholders, the purpose or purposes of the meeting.
(b) If at any meeting action is proposed to be taken which, if taken, would entitle stockholders fulfilling the requirements of Section 262 of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a statement of that purpose and to that effect and shall be accompanied by a copy of that statutory section.
(c) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken or are provided in any other manner permitted by the Delaware General Corporation Law, unless the adjournment is for more than thirty (30) days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
(d) Notice of the time, place and purpose of any meeting of stockholders may be waived by a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, either before or after such meeting, and to the extent permitted by law, will be waived by any stockholder by such stockholder’s attendance thereat, in person or by proxy, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.
Section 2.5 Quorum and Voting.
(a) At all meetings of stockholders, except where otherwise provided by law, the Certificate of Incorporation, or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by either (i) the person presiding over the meeting or (ii) a vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorum is present or represented by proxy, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
(b) When a quorum is present at any meeting, any matter (other than the election of directors which shall be governed by Section 3.1 below) to be voted upon by the stockholders at such meeting shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes), except when a different vote is required by law, any rule or regulation applicable to the Corporation or its securities, the Certificate of Incorporation or these Bylaws.
Section 2.6 Voting Rights.
(a) Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the Corporation on the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in the names of two or more persons shall be voted or represented in accordance with the determination of the majority of such persons, or, if only one of such persons is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum.
(b) Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his/her duly authorized agent or by a transmission permitted by law, which proxy shall be filed in accordance with the procedure established for the meeting. Said proxy so appointed need not be a stockholder. No proxy shall be voted on after three years from its date unless the proxy provides for a longer period. Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his/her legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given. A proxy may be in the form of an electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the stockholder.
(c) Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.
Section 2.7 Voting Procedures and Inspectors of Elections.
(a) The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his/her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his/her ability.
(b) The inspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.
(c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.
(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Sections 211(e) or 212(c)(2) of the Delaware General Corporation Law, or any information provided pursuant to Section 211(a)(2)(B)(i) or (iii) thereof, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b)(v) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.
(e) The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the person presiding over the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the person presiding over the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board of Directors or prescribed by the person presiding over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter of business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
Section 2.8 List of Stockholders.
The Corporation shall prepare and make, no later than the tenth (10th) day before each meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. The Corporation need not include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of ten (10) days ending on the day before the meeting date, either: (i) on a reasonably accessible electronic network; provided that the information required to gain access to such list is provided with the notice of the meeting; or (ii) during ordinary business hours, at the principal office of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.8 or to vote in person or by proxy at any meeting of stockholders.
Section 2.9 Stockholder Proposals at Annual and Special Meetings.
(a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in a notice of meeting given by or at the direction of the Board of Directors, (ii) if not specified in a notice of meeting, otherwise brought before the meeting by or at the direction of the Board of Directors or the Chairman of the Board of Directors or (iii) otherwise properly brought before the meeting by a stockholder present in person who (A) (1) was a record owner of shares of capital stock of the Corporation both at the time of giving the notice provided for in this Section 2.9 and at the time of the meeting, (2) is entitled to vote at the meeting, and (3) has complied with this Section 2.9 in all applicable respects or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. The only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant to Section 2.3, and stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders. For purposes of this Section 2.9, “present in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting, either in person or by means of remote communication. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at or before the meeting of stockholders in writing or by electronic transmission. Stockholders seeking to nominate persons for election to the Board of Directors must comply with Section 2.10 and this Section 2.9 shall not be applicable to nominations except as expressly provided in Section 2.10.
(b) Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.9. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not more than the one hundred twentieth (120th) day prior to such annual meeting and not later than (i) the ninetieth (90th) day prior to such annual meeting or, (ii) if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of Timely Notice as described above.
(c) To be in proper form for purposes of this Section 2.9, a stockholder’s notice to the Secretary shall set forth:
(1) As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records), (B) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of capital stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future, (C) the date or dates such shares were acquired, (D) the investment intent of such acquisition and (E) any pledge by such Proposing Person with respect to any of such shares (the disclosures to be made pursuant to the foregoing clauses (A) through (E) are referred to as “Stockholder Information”);
(2) As to each Proposing Person,
(A) the material terms and conditions of any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) or a “put equivalent position” (as such term is defined in Rule 16a-1(h) under the Exchange Act) or other derivative or synthetic arrangement in respect of any class or series of shares of capital stock of the Corporation (“Synthetic Equity Position”) that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person, including, without limitation,
(i) any option, warrant, convertible security, stock appreciation right, future or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the value of any shares of any class or series of shares of capital stock of the Corporation,
(ii) any derivative or synthetic arrangement having the characteristics of a long position or a short position in any class or series of shares of capital stock of the Corporation, including, without limitation, a stock loan transaction, a stock borrow transaction, or a share repurchase transaction or
(iii) any contract, derivative, swap or other transaction or series of transactions designed to
(x) produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of capital stock of the Corporation,
(y) mitigate any loss relating to, reduce the economic risk (of ownership or otherwise) of, or manage the risk of share price decrease in, any class or series of shares of capital stock of the Corporation, or
(z) increase or decrease the voting power in respect of any class or series of shares of capital stock of the Corporation held or maintained by, held for the benefit of, or involving such Proposing Person,
including, without limitation, due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of capital stock of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of capital stock of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the holder thereof may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the price or value of any shares of any class or series of shares of capital stock of the Corporation;
provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underly any Synthetic Equity Position that is, directly or indirectly, held or maintained by, held for the benefit of, or involving such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer,
(B) a description of any agreement, arrangement or understanding with respect to any rights to dividends on the shares of any class or series of shares of capital stock of the Corporation owned beneficially by such Proposing Person that are separated or separable pursuant to such agreement, arrangement or understanding from the underlying shares of capital stock of the Corporation,
(C) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation,
(D) any other material relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand,
(E) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement),
(F) any proportionate interest in shares of capital stock of the Corporation or a Synthetic Equity Position held, directly or indirectly, by a general or limited partnership, limited liability company or similar entity in which any such Proposing Person (1) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (2) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity,
(G) a representation that such Proposing Person intends or is part of a group that intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies or votes from stockholders in support of such proposal and
(H) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act,
(the disclosures to be made pursuant to the foregoing clauses (A) through (H) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and
(3) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other person or entity (including their names) in connection with the proposal of such business by such stockholder, and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this clause (3) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.
For purposes of this Section 2.9, the term “Proposing Person” shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.
(d) The Board of Directors may request that any Proposing Person furnish such additional information as may be reasonably required by the Board of Directors. Such Proposing Person shall provide such additional information within ten (10) days after it has been requested by the Board of Directors.
(e) A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.9 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders.
(f) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.9. The person presiding over the meeting (or, in advance of any meeting of stockholders, the Board of Directors or an authorized committee thereof) shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.9, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
(g) This Section 2.9 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement. In addition to the requirements of this Section 2.9 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.9 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.
(h) For purposes of these Bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.
Section 2.10 Nominations of Persons for Election to the Board of Directors.
(a) Nominations of any person for election to the Board of Directors at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board of Directors, including by any committee or persons authorized to do so by the Board of Directors or these Bylaws, or (ii) by a stockholder present in person who (A) was a record owner of shares of capital stock of the Corporation both at the time of giving the notice provided for in this Section 2.10 and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with this Section 2.10 as to such notice and nomination. For purposes of this Section 2.10, “present in person” shall mean that the stockholder nominating any person for election to the Board of Directors at the meeting of the Corporation, or a qualified representative of such stockholder, appear at such meeting, either in person or by means of remote communication. A “qualified representative” of such nominating stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at or before the meeting of stockholders in writing or by electronic transmission. The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting or special meeting.
(b) (1) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual meeting, the stockholder must (A) provide Timely Notice (as defined in Section 2.9) thereof in writing and in proper form to the Secretary of the Corporation, (B) provide the information, agreements and questionnaires with respect to each Nominating Person (as defined below) and its candidate for nomination as required to be set forth by this Section 2.10 and (C) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.10.
(2) Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling a special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board of Directors at a special meeting, the stockholder must (A) provide timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, (B) provide the information with respect to each Nominating Person and its candidate for nomination as required by this Section 2.10 and (C) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.10. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which public disclosure (as defined in Section 2.9) of the date of such special meeting was first made (such notice within such time periods, “Special Meeting Timely Notice”).
(3) In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(4) In no event may a Nominating Person provide Timely Notice or Special Meeting Timely Notice, as applicable, with respect to a greater number of director candidates than are subject to election by stockholders at the applicable meeting. If the Corporation shall, subsequent to such notice, increase the number of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i) the conclusion of the time period for Timely Notice or Special Meeting Timely Notice, as applicable, or (ii) the tenth (10th) day following the date of public disclosure (as defined in Section 2.9) of such increase.
(c) To be in proper form for purposes of this Section 2.10, a stockholder’s notice to the Secretary shall set forth:
(1) As to each Nominating Person, the Stockholder Information (as defined in Section 2.9(c)(1), except that for purposes of this Section 2.10 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.9(c)(1));
(2) As to each Nominating Person, any Disclosable Interests (as defined in Section 2.9(c)(2), except that for purposes of this Section 2.10 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.9(c)(2) and the disclosure with respect to the business to be brought before the meeting in Section 2.9(c)(2) shall be made with respect to the nomination proposed to be made at the meeting); and provided that, in lieu of including the information set forth in Section 2.9(c)(2)(G), the Nominating Person’s notice for purposes of this Section 2.10 shall include a representation as to whether the Nominating Person intends or is part of a group that intends to deliver a proxy statement and solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act; and
(3) As to each candidate whom a Nominating Person proposes to nominate for election as a director,
(A) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in a proxy statement and accompanying proxy card relating to the Corporation’s next meeting of stockholders at which directors are to be elected and to serving as a director for a full term if elected),
(B) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates (as defined in Rule 14a-1(a) promulgated under the Exchange Act) or any other participants (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant,
(C) a completed written questionnaire (in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor) with respect to the background, qualifications, stock ownership and independence of such proposed nominee, and
(D) a written representation and agreement (in the form provided by the Corporation within ten (10) days upon written request of any stockholder of record therefor) that such candidate for nomination
(i) is not and, if elected as a director during his or her term of office, will not become a party to
(x) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) or
(y) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law,
(ii) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed therein,
(iii) if elected as a director of the Corporation, will comply with all applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable to directors and in effect during such person’s term in office as a director (and, if requested by any candidate for nomination, the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), and
(iv) if elected as a director of the Corporation, intends to serve the entire term until the next meeting at which such candidate would face re-election.
For purposes of this Section 2.10, the term “Nominating Person” shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.
(d) The Board of Directors may request that any Nominating Person furnish such additional information as may be reasonably required by the Board of Directors. Such Nominating Person shall provide such additional information within ten (10) days after it has been requested by the Board of Directors.
(e) The Board of Directors may also require any proposed candidate for nomination as a director to furnish such other information as may reasonably be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon. Without limiting the generality of the foregoing, the Board of Directors may request such other information in order for the Board of Directors to determine the eligibility of such candidate for nomination to be an independent director of the Corporation or to comply with the director qualification standards and additional selection criteria in accordance with the Corporation’s Corporate Governance Guidelines. Such other information shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the request by the Board of Directors has been delivered to, or mailed and received by, the Nominating Person.
(f) A stockholder providing notice of any nomination proposed to be made at a meeting and any candidate for nomination as a director shall further update and supplement such notice or the materials delivered pursuant to this Section 2.10, as applicable, if necessary, so that the information provided or required to be provided in such notice or by such candidate, as applicable, pursuant to this Section 2.10 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination, including by changing or adding nominees, or to submit any new nomination, or submit any new proposal, matters, business or resolutions proposed to be brought before a meeting of the stockholders.
(g) In addition to the requirements of this Section 2.10 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. Notwithstanding the foregoing provisions of this Section 2.10, unless otherwise required by law, (i) no Nominating Person shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such Nominating Person has, or is part of a group that has, complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder, in accordance with the time frames required in this Section 2.10 or by Rule 14a-19 promulgated under the Exchange Act, as applicable and (ii) if (1) any Nominating Person provides notice in accordance with Rule 14a-19(b) promulgated under the Exchange Act and (2) (x) such notice in accordance with Rule 14a-19(b) is not provided within the time period for Timely Notice or Special Meeting Timely Notice, as applicable, (y) such Nominating Person subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act or (z) such Nominating Person fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Nominating Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of such Nominating Person’s proposed nominees shall be disregarded, notwithstanding that each such nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any meeting of stockholders (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any Nominating Person provides notice in accordance with Rule 14a-19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than seven (7) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
(h) No candidate nominated pursuant to Section 2.10(a)(ii) shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination have complied with this Section 2.10, as applicable. The person presiding at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 2.10, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.
(i) Notwithstanding anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation unless nominated in accordance with this Section 2.10 and elected as a director.
Section 2.11 Delivery to the Corporation.
Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered. For the avoidance of doubt, the Corporation expressly opts out of Section 116 of the Delaware General Corporation Law with respect to the delivery of information and documents to the Corporation required by this Article II.
ARTICLE III
DIRECTORS
Section 3.1 Number and Term of Office.
The number of directors of the Corporation shall not be less than five (5) nor more than nine (9). The exact number of directors shall be fixed from time to time, within the limits specified in the Certificate of Incorporation or in this Section 3.1, by resolution of the Board of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
Except as provided in Section 3.3, the directors shall be elected at each annual meeting of the stockholders. At each meeting of the stockholders for the election of directors at which a quorum is present, the vote required for election of a director nominee shall, except in a contested election where the Secretary of the Corporation determines that the number of director nominees exceeds the number of open positions for directorship as of the record date for such meeting, be the affirmative vote of a majority of the votes cast by the holders of shares of stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors. For purposes of this Section 3.1, a majority of votes cast shall mean that the number of shares of stock voted “for” a nominee’s election exceeds the number of votes cast “against” that nominee’s election. Votes cast shall exclude abstentions with respect to that nominee’s election.
In a contested election, a nominee receiving a plurality of the votes cast at such an election shall be elected.
Elected directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Directors need not be stockholders. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.
Section 3.2 Powers.
The powers of the Corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors.
Section 3.3 Vacancies.
Vacancies and newly created directorships including those resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant, and until his/her successor shall have been duly elected and qualified.
Section 3.4 Resignations and Removals.
(a) Any director may resign at any time by delivering his/her resignation to the Secretary in writing or by electronic transmission, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the time of its delivery. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his/her successor shall have been duly elected and qualified.
(b) At a special meeting of stockholders called for the purpose in the manner hereinabove provided, the Board of Directors, or any individual director, may be removed from office, with or without cause, and a new director or directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of directors.
Section 3.5 Meetings.
(a) Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the principal office of the Corporation. Regular meetings of the Board of Directors may also be held at any place within or without the State of Delaware, and within or without the United States, which has been designated by resolutions of the Board of Directors or the written consent of all directors.
(b) Special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board of Directors, the Chief Executive Officer, the Secretary or a majority of the total number of directors constituting the Board of Directors.
(c) Written notice of the time and place of all special meetings of the Board of Directors shall be delivered personally to each director or sent by telephone, facsimile transmission, electronic mail or other form of electronic transmission at least 24 hours before the start of the meeting, or sent by first class mail at least 96 hours before the start of the meeting. Such notice shall be directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.
Section 3.6 Quorum and Voting.
(a) A quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time in accordance with Section 3.1 of Article III hereof, but not less than one; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.
(b) At each meeting of the Board of Directors at which a quorum is present all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation, or these Bylaws.
(c) Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
(d) The transactions of any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice or provide a waiver of notice by electronic transmission, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Section 3.7 Action Without Meeting.
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
Section 3.8 Fees and Compensation.
Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors.
Section 3.9 Committees.
(a) Compensation Committee: The Corporation shall have a Compensation Committee consisting of independent members of the Board of Directors. The Board of Directors shall determine the appointment of the initial members to the Compensation Committee. After appointment of the initial members, the removal of any member of the Compensation Committee, with or without cause, shall be made by the Board of Directors. In the event any member of the Compensation Committee shall cease to be a member for any reason, his/her successor shall be appointed by the Board of Directors. The Compensation Committee shall be delegated the full power, authority and discretion to determine the salaries and other compensation of the officers and executive directors of the Corporation, as well as the administration of the Corporation’s stock plans.
(b) Executive Committee: The Board of Directors may appoint an Executive Committee consisting of one or more members, each of whom shall be a director. The Executive Committee, to the extent permitted by law, shall have and may exercise, when the Board of Directors is not in session, all powers of the Board of Directors in the management of the business and affairs of the Corporation provided by law, except such committee shall not have the power or authority to amend these Bylaws or to approve or recommend to the stockholders any action which must be submitted to stockholders for approval under the Delaware General Corporation Law.
(c) Other Committees: The Board of Directors may from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committee.
(d) Term: The Board of Directors may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his/her death or voluntary resignation, but the Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
(e) Meetings: Unless otherwise provided by the Board of Directors, regular meetings of a committee appointed pursuant to this Section 3.9 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter; special meetings of any such committee may be held at the principal office of the Corporation; or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by the Chairman of the Board of Directors, the chairperson of the applicable committee or resolution of the Board of Directors, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.
(f) Quorum: A majority of the authorized number of members of any committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.
ARTICLE IV
OFFICERS
Section 4.1 Officers Designated.
The officers of the Corporation shall be a Chairman of the Board of Directors, a Chief Executive Officer, a Chief Financial Officer, and a Secretary. The Board of Directors may also appoint one or more Vice‑Presidents, Assistant Secretaries, and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may empower the Chief Executive Officer to appoint such other officers and agents as the business of the Corporation may require. The order of the seniority of the Vice‑Presidents shall be in the order of their appointment, unless otherwise determined by the Board of Directors. The Board of Directors may assign such additional titles to one or more of the officers as they shall deem appropriate. Any one person may hold any number of offices of the Corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Corporation shall be fixed by or in the manner designated by the Board of Directors.
Section 4.2 Tenure and Duties of Officers.
(a) General: All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the Corporation.
(b) Duties of the Chairman of the Board of Directors: The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
(c) Duties of Chief Executive Officer: The Chief Executive Officer shall preside at all meetings of the stockholders and at all meetings of the Board of Directors in the absence of the Chairman of the Board of Directors, unless another person has been appointed and is present. The Chief Executive Officer shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
(d) Duties of Vice‑Presidents: Vice‑Presidents, in the order of their seniority, as determined by the Board of Directors, may assume and perform the duties of the Chief Executive Officer in the absence or disability of the Chief Executive Officer or whenever the office of the Chief Executive Officer is vacant. Each Vice‑President shall perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.
(e) Duties of Secretary: The Secretary shall attend all meetings of the stockholders and of the Board of Directors and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the Corporation, which may be maintained in either paper or electronic form. The Secretary shall give notice, in conformity with these Bylaws, of all meetings of the stockholders, and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The Chief Executive Officer may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.
(f) Duties of Chief Financial Officer: The Chief Financial Officer shall keep or cause to be kept the books of account of the Corporation in a thorough and proper manner, and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation. The Chief Financial Officer shall perform all other duties commonly incident to his/her office and shall perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.
ARTICLE V
EXECUTION OF CORPORATE INSTRUMENTS, AND
VOTING OF SECURITIES OWNED BY THE CORPORATION
Section 5.1 Execution of Corporate Instruments.
(a) The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the Corporation.
(b) Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors or by the Chief Executive Officer; such documents may also be executed by any Vice‑President and by the Secretary or Chief Financial Officer or any Assistant Secretary. All other instruments and documents requiring the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.
(c) All checks and drafts drawn on banks or other depositaries on funds to the credit of the Corporation, or in special accounts of the Corporation, shall be signed by such person or persons as the Board of Directors shall authorize so to do.
(d) Execution of any corporate instrument may be effected in such form, either manual, facsimile or electronic signature, as may be authorized by the Board of Directors.
Section 5.2 Voting of Securities Owned by the Corporation.
All stock and other securities of other corporations owned or held by the Corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chairman of the Board of Directors, or by the Chief Executive Officer, or by any Vice‑President.
ARTICLE VI
SHARES OF STOCK
Section 6.1 Form and Execution of Certificates.
The shares of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Certificates for the shares of stock of the Corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The Chairman of the Board of Directors, the Chief Executive Officer, any Vice‑President, the Chief Financial Officer, the Secretary or any Assistant Secretary of the Corporation shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he/she were such officer, transfer agent, or registrar at the date of issue.
If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock (or, in the case of uncertificated shares, set forth in a notice provided pursuant to Section 151 of the Delaware General Corporation Law); provided that, except as otherwise provided in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock (or, in the case of any uncertificated shares, included in the aforementioned notice), a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Section 6.2 Lost Certificates.
Except as provided in this Section 6.2, no new certificates for shares or uncertificated shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Board of Directors may direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to indemnify the Corporation in such manner as it shall require and/or to give the Corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 6.3 Transfers.
Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly endorsed, or, in the case of uncertificated shares, upon receipt of proper transfer instructions from the registered holder thereof or such holder’s attorney duly authorized.
Section 6.4 Fixing Record Dates.
(a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the date on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 6.5 Registered Stockholders.
The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII
OTHER SECURITIES OF THE CORPORATION
All bonds, debentures and other corporate securities of the Corporation, other than stock certificates, may be signed by the Chairman of the Board of Directors, the Chief Executive Officer, any Vice‑President or such other person as may be authorized by the Board of Directors and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Chief Financial Officer of the Corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the Corporation.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 8.1 Right to Indemnification.
Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he/she, or a person of whom he/she is the legal representative, is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an “Agent”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided, however, that except as to actions to enforce indemnification rights pursuant to Section 8.3 of this Article, the Corporation shall indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article VIII shall be a contract right.
Section 8.2 Authority to Advance Expenses.
Expenses incurred by an officer or director (acting in his/her capacity as such) in defending a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding; provided, however, that such Expenses shall be advanced only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he/she is not entitled to be indemnified by the Corporation as authorized in this Article or otherwise. Expenses incurred by other Agents of the Corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any obligation to reimburse the Corporation for Expense advances shall be unsecured and no interest shall be charged thereon.
Section 8.3 Right of Claimant to Bring Suit.
If a claim under Section 8.1 of this Article VIII is not paid in full by the Corporation within sixty (60) days, or a claim for advancement of expenses under Section 8.2 of this Article VIII is not paid in full within thirty (30) days, after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the Corporation. Notwithstanding the foregoing, the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he/she has met the applicable standard of conduct set forth in the Delaware General Corporation Law shall not be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.
Section 8.4 Provisions Nonexclusive.
The rights conferred on any person by this Article VIII shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Certificate of Incorporation, agreement, or vote of the stockholders or disinterested directors is inconsistent with these Bylaws, the provision, agreement, or vote shall take precedence.
Section 8.5 Authority to Insure.
The Corporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the Corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this Article VIII.
Section 8.6 Survival of Rights.
The rights provided by this Article VIII shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 8.7 Settlement of Claims.
The Corporation shall not be liable to indemnify any Agent under this Article VIII (a) for any amounts paid in settlement of any action or claim effected without the Corporation’s written consent, which consent shall not be unreasonably withheld, or (b) for any judicial award if the Corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.
Section 8.8 Effect of Amendment.
Any amendment, repeal, or modification of this Article VIII shall not adversely affect any right or protection (i) of any Agent in respect of any act or omission occurring prior to the time of such amendment, repeal, or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.
Section 8.9 Subrogation.
In the event of payment under this Article VIII, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.
Section 8.10 No Duplication of Payments.
The Corporation shall not be liable under this Article VIII to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.
Section 8.11 Interpretation.
The provisions of this Article VIII shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these Bylaws), in consideration of such person’s performance of such services, and pursuant to this Article VIII the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article VIII are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of these Bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these Bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation.
Any reference to an officer of the Corporation in this Article VIII shall be deemed to refer exclusively to the Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer and Secretary, or other officer of the Corporation appointed by (x) the Board of Directors pursuant to Article IV of these Bylaws or (y) an officer to whom the Board of Directors has delegated the power to appoint officers pursuant to Article IV of these Bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing body) of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “Vice President” or any other title that could be construed to suggest or imply that such person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article VIII.
ARTICLE IX
NOTICES
Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions of the Delaware General Corporation Law, the Certificate of Incorporation, or these Bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (3) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.
Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail in accordance with the first paragraph of this Article IX without obtaining the consent required by this paragraph.
Any notice given pursuant to the preceding paragraph shall be deemed given:
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if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; |
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if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and |
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if by any other form of electronic transmission, when directed to the stockholder. |
Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such electronic transmission two (2) consecutive notices given by the Corporation and (2) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice, provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.
An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
ARTICLE X
CHOICE OF FORUM
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, a federal or state court located in Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (iii) any action, suit or proceeding asserting a claim against the Corporation arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or these Bylaws; or (iv) any action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article X.
ARTICLE XI
AMENDMENTS
These Bylaws may be repealed, altered or amended or new Bylaws adopted at any meeting of the stockholders, either annual or special, by the affirmative vote of a majority of the stock entitled to vote at such meeting, unless a larger vote is required by these Bylaws or the Certificate of Incorporation. The Board of Directors shall also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws.
ARTICLE XII
CONSTRUCTION; DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.
As used in these Bylaws, unless the context otherwise requires, the following terms shall have the following meanings:
An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.
An “electronic mail” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation who is available to assist with accessing such files and information).
An “electronic mail address” means a destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.
The term “person” means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity.
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Amir Panush, certify that:
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I have reviewed this Quarterly Report on Form 10-Q of Ceva, Inc. (the “Company”); |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 9, 2026
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/s/ AMIR PANUSH Amir Panush Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Yaniv Arieli, certify that:
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I have reviewed this Quarterly Report on Form 10-Q of Ceva, Inc. (the “Company”); |
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 9, 2026
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/s/ YANIV ARIELI Yaniv Arieli Chief Financial Officer |
EXHIBIT 32
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Ceva, Inc. (the “Company”) for the quarter ended September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Amir Panush, Chief Executive Officer of the Company, and Yaniv Arieli, Chief Financial Officer of the Company, each hereby certifies, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.
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Date: November 9, 2026 |
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/s/ AMIR PANUSH |
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Amir Panush |
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Chief Executive Officer |
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/s/ YANIV ARIELI |
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Yaniv Arieli |
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Chief Financial Officer |