Silvaco Group, Inc.
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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FY2025 · Filed Mar 12, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statement Schedules.
(1) Financial Statements are listed in the Index to Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
(b) Exhibits.
| Exhibit No. | Description |
| 3.1 * | Amended and Restated Certificate of Incorporation of Silvaco Group, Inc. |
| 3.2 | Amended and Restated Bylaws of Silvaco Group, Inc. (filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2026) |
| 4.1 | Form of Common Stock Certificate (filed as Exhibit 4.1 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024) |
| 4.2 * | Description of Capital Stock |
| 4.3 | Registration Rights Agreement, dated April 12, 2024, among the Registrant and the stockholders named therein (filed as Exhibit 10.25 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024) |
| 4.4 | Stockholders Agreement, dated April 12, 2024, among the Registrant and the stockholders named therein (filed as Exhibit 10.26 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024) |
| 10.1 + | Form of Indemnification Agreement between the Registrant and its directors and officers (filed as Exhibit 10.1 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024) |
| 10.2 + | Amended and Restated 2014 Stock Incentive Plan and Form of Restricted Stock Unit Agreement thereunder (filed as Exhibit 10.2 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024) |
| 10.3 + | 2024 Stock Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024) |
| 10.4 *+ | Form of Restricted Stock Unit Agreement pursuant to the 2024 Stock Incentive Plan |
| 10.5 *+ | 2024 Stock Incentive Plan Form of Notice of RSU Award for New Hires |
| 10.6 + | 2024 Employee Stock Purchase Plan (filed as Exhibit 10.4 to the Registrant’s Registration on Form S-1 (No. 333-278666) initially filed with the Securities and Exchange Commission on April 12, 2024) |
| 10.7 *+ | Executive Severance Plan |
| 10.8 *+ | Executive Severance Plan Participation Agreement, dated September 15, 2025, between the Registrant and Christopher Zegarelli |
| 10.9 *+ | Executive Severance Plan Participation Agreement, dated November 20, 2024, between the Registrant and Candace Jackson |
| 10.10 *+ | Offer Letter Agreement, dated July 20, 2023, between the Registrant and Christopher Zegarelli |
| 10.11 *+ | Offer Letter Agreement, dated August 29, 2024, between the Registrant and Candace Jackson |
| 10.12 ++ | Asset Purchase Agreement, dated March 4, 2025, between the Registrant and Cadence Design Systems, Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2025) |
| 10.13 ++ | Stock Purchase Agreement, dated July 29, 2025 between the Registrant, Mixel Group, Inc., the Ashraf K. Takla Living Trust and the Nadia T. Takla Irrevocable Gift Trust (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2025) |
| 10.14 + | Separation Agreement and Release by and between Dr. Babak A. Taheri and Silvaco Group, Inc. dated August 22, 2025 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 26, 2025) |
| 10.15 + | Employment Agreement, by and between Dr. Walden C. Rhines and Silvaco Group, Inc. dated August 25, 2025 (filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 26, 2025) |
| 10.16 *+ | 2024 Stock Incentive Plan Form of Notice of RSU Award for Employee Refresh Grants |
| 16.1 * | Letter of Moss Adams LLP, dated July 9, 2025 |
| 19.1* | Silvaco Group, Inc. Insider Trading and Communications Policy |
| 21.1* | List of Subsidiaries of Silvaco Group, Inc. |
| 23.1* | Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm |
| 31.1* | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Silvaco Group, Inc. Policy for Recovery of Erroneously Awarded Incentive Compensation |
| 101.INS * | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH * | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL * | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF * | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB * | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE * | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 * | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
- Filed herewith.
** The certifications attached as Exhibit 32.1 and 32.2 accompanying this Annual Report on Form 10-K, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
+Indicates management contract or compensatory plan.
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