Silvaco Group, Inc.

2. Summary of Significant Accounting and Reporting Policies

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles and include the accounts of Silvaco and all of the Company's wholly owned subsidiaries with operations in North America, Europe, Asia, Africa, and South America. All intercompany transactions and balances have been eliminated upon consolidation.

Emerging growth company status

The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the amounts of revenue and expenses during the reported periods. The Company’s most significant estimates relate to revenue recognition and the valuation of goodwill and other intangible assets. Other uses of estimates include, but are not limited to, current expected credit losses for accounts receivable and contract assets, stock-based compensation expense, contingent consideration, derivative valuations, uncertain tax positions, legal contingencies and income taxes. Actual results could differ from those estimates.

Revenue recognition

The Company's revenue is derived principally from software licensing, customization and related maintenance and service, which are generally accounted for as separate performance obligations with differing revenue recognition patterns. Arrangements with both software licenses and customization services are accounted for as a combined performance obligation.

The Company recognizes revenue pursuant to Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Revenue is recognized upon transfer of control of the promised good or service to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for such software or service. To achieve this objective, the Company applies a five-step approach: (1) identify the contract(s) with a customer, (2) identify the performance obligations within the contract, (3) determine the transaction price, (4) allocate the transaction price to the separate performance obligations and (5) recognize revenue when, or as, each performance obligation is satisfied.

Revenue from software licenses is classified as software license revenue. Software license revenue is recognized upfront upon delivery of the licensed software. Typically, the Company's software solution is licensed with post-contract support ("PCS"), which includes unspecified technical enhancements and customer support. The PCS is classified as maintenance and service revenue and is recognized ratably over the contract period, as the Company satisfies the PCS performance obligation over time.

The Company also offers standard SIP licenses, which provide the customer with access to SoC design intellectual property (“IP”) that meets established industry standards. Standard SIP licenses offered by the Company are ready to use upon delivery. No modification is required in order for the customer to receive value for use in their integrated circuit designs. The Company also offers SIP licenses that require customization in accordance with the customer’s specifications. Revenue associated with the license of the Company’s SIP is classified as software license revenue and recognized as revenue (i) upfront upon delivery of the standard SIP license, or (ii) over time when customization services are combined with the SIP license, as specific contractual milestones are met and incremental functionality is delivered to the customer. The Company does not offer SIP licenses without support. Support services for SIP licenses are classified as maintenance and service revenue and are recognized ratably over the term of the support period.

Under certain SIP license agreements, the Company also derives revenue through royalties from customers who agree to pay usage-based fees to embed the Company's licensed software into their own software offerings. Royalties are generally recognized as revenue during the period in which the customer sells its solutions which incorporate the Company’s SIP license.

In connection with the Company’s SIP licenses that was developed in partnership with a third party vendor, Silvaco has entered into various renewable license agreements under which the Company has the right to sell the technology it licenses from the third party vendor. When the Company licenses this particular SIP to a customer, it generally acts as a principal to the transaction because the Company controls the promised SIP that it delivers to the customer. Consistent with its role as principal, the Company recognizes SIP revenue on a gross basis. Royalty costs are reported in cost of revenue upon delivery pursuant to the terms and conditions of the Company’s contractual obligations with the licensors.

The Company recognized an immaterial portion of its revenue from device characterization and modeling services for the years ended December 31, 2025 and 2024. Revenue is recognized upon the completion of the requested services and, as applicable, satisfaction of customer acceptance terms. Revenue from these services is classified as maintenance and service revenue.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. Invoicing may vary from timing of revenue recognition. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component.

Non-income related taxes collected from customers and remitted to governmental authorities are recorded on the consolidated balance sheets as accounts receivable and accrued expenses. The collection and payment of these amounts are reported on a net basis in the consolidated statements of loss.

Silvaco does not offer a right of return. The Company warrants to its customers that its software will perform substantially as specified in its current user manuals. Silvaco has not experienced significant claims related to software warranties beyond the scope of maintenance support, which the Company is already obligated to provide. The warranty is not sold, and cannot be purchased, separately. The warranty does not provide any type of additional service to the customer or performance obligation for Silvaco.

The Company's agreements with customers generally require Silvaco to indemnify the customer against claims that the Company's software infringes third-party patent, copyright, trademark or other proprietary rights. Such indemnification obligations are generally limited in a variety of industry-standard respects, including by affirming Silvaco's right to replace an infringing product.

Significant judgments

Silvaco's contracts typically include promises to transfer licenses, which enables customers to use the Company's software, and services. Judgment is required to determine if the promises are separate performance obligations, and if so, to allocate the transaction price to each performance obligation. The Company uses the estimated standalone selling price method to allocate the transaction price for each performance obligation. The estimated standalone selling price is determined using all information reasonably available to the Company, including market conditions and other observable inputs, historical pricing and the value relationship between Silvaco's various product and service offerings. The corresponding revenues are recognized as the related performance obligations are satisfied.

Accounts receivable, contract assets and contract liabilities

The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in receivables (billed), contract assets (unbilled), or contract liabilities (deferred revenue) on the Company’s consolidated balance sheets. The Company records a contract asset when revenue is recognized prior to the right to invoice, or deferred revenue when revenue is recognized subsequent to invoicing. For time-based software agreements, customers are generally invoiced in equal, quarterly amounts, although some customers are invoiced in single or annual amounts. The Company records an unbilled receivable when revenue is recognized and it has an unconditional right to invoice and receive payment. The Company records an accounts receivable upon invoicing.

Financing

Silvaco is required to adjust promised amounts of consideration for the effects of the time value of money if the timing of the payments provides the customer or the Company with a significant financing benefit. Silvaco considers various factors in assessing whether a financing component exists, including the duration of the contract, market interest rates and the timing of payments. The Company's contracts do not include a significant financing component requiring adjustment to the transaction price.

Sales commissions

Sales commissions associated with multi-year contracts for new term-based licenses are deferred, capitalized, and amortized over an estimated customer life offive years. Capitalized sales commissions are included in prepaid expenses and other current assets and other assets on the Company's consolidated balance sheets. Amortization of sales commissions is included in selling and marketing expenses on the Company's consolidated statements of loss. The Company applies a practical expedient to expense sales commissions as incurred when the amortization period would have been one year or less. During the years ended December 31, 2025 and 2024, the Company capitalized sales commissions of $0.4 million and $0.9 million, respectively. Amortization of sales commissions during each of the years ended December 31, 2025 and 2024 was $0.9 million.

Cash and cash equivalents

Cash and cash equivalents consist of bank deposits and highly liquid investments in marketable securities with original maturities of three months or less at the time of purchase. The Company’s cash and cash equivalents as of December 31, 2025 and 2024 consisted of bank deposits, money market funds, and U.S. treasury securities with a fair value of $9.0 million and $19.6 million, respectively.

Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets, as follows:

Repairs and maintenance are expensed as incurred. Gains or losses from the sale or retirement of property and equipment and repairs and maintenance charges are included within general and administrative expenses in the consolidated statements of loss.

Research and development

Research and development (“R&D”) costs consist primarily of personnel costs for product development, engineering, quality assessment and other related costs associated with the development of new products, enhancements to existing products, quality assurance and testing. R&D costs are expensed as incurred. Internally developed software costs required to be capitalized as defined by ASC 350-40, Internal-Use Softwareare not material to the Company's consolidated financial statements.

Business Combination

To determine whether transactions should be accounted for as acquisitions of assets or business combinations, the Company makes certain judgments, which include assessment of the inputs, processes, and outputs associated with the acquired set of activities. If the Company determines that substantially all of the fair value of gross assets included in a transaction is concentrated in a single asset (or a group of similar assets), the assets will not represent a business. To be considered a business, the assets in a transaction need to include an input and a substantive process that together significantly contribute to the ability to create outputs.

The Company allocates the fair value of the purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The fair values of intangible assets are determined utilizing information available near the acquisition date based on expectations and assumptions that are deemed reasonable by management. Given the considerable judgment involved in determining fair values, the Company typically obtains assistance from third-party valuation specialists for significant items. If the transaction is deemed to be a business combination, any excess of the purchase price over the estimated fair values of net assets acquired is recorded as goodwill. Transaction costs are expensed as incurred. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions that existed as of the acquisition date becomes available. Refer to Note 4, Acquisitions for additional information.

Goodwill and other intangible assets

Goodwill represents the excess of the fair value of consideration transferred over the fair value of net identifiable assets acquired. Other intangible assets consist of trade name, customer relationships, developed technology, noncompete agreements and licensed IP which are amortized over their useful lives oftwo totwelve years. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate an asset’s carrying value may not be recoverable.

Goodwill is not amortized but is tested annually for impairment and more often if there is an indicator of impairment that would more likely than not reduce the fair value of the Company’s single reporting unit below its carrying amount. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value.

No indicators of impairment or impairment charges were identified or recorded to goodwill or other intangible assets during the years ended December 31, 2025 and 2024.

Impairment of long-lived assets

The Company continually monitors events and changes in circumstances that could indicate the carrying amounts of long-lived assets, including property and equipment, may not be recoverable. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of such assets in relation to the future undiscounted cash flows of the underlying assets. The Company's policy is to record an impairment loss when it is determined that the carrying amount of the assets may not be recoverable. No impairment charges were recorded to other long-lived assets for the years ended December 31, 2025 and 2024.

Deferred transaction costs

Deferred offering costs are capitalized and consist of fees and expenses incurred in connection with the Company’s IPO, including the legal, accounting, printing, and other IPO-related costs. Upon completion of the IPO in May of 2024, $3.3 million of deferred transaction costs were reclassified to stockholders’ equity and recorded against the proceeds from the offering. No balance was outstanding as of December 31, 2025 and 2024.

Concentrations of credit risk

Accounts receivable from customers representing 10% or more of the Company’s total accounts receivable were as follows:

• Customer accounted for less than 10% of total accounts receivable at period end.

Revenue from customers representing 10% or more of the Company’s total revenue was as follows:

In addition to trade receivables and revenue, the Company's cash on deposit with financial institutions is also exposed to concentration risk. The Company's cash on deposit with financial institutions is insured through various public and private bank deposit insurance programs, foreign and domestic; however, a significant portion of cash balances held as of December 31, 2025 and 2024 exceeded insured limits.

As of December 31, 2025, $11.0 million, or 64%, of the Company’s cash, cash equivalents and restricted cash was maintained with one financial institution, where the Company’s current deposits are in excess of federally insured limits, and $5.5 million, or 55%, was held by the Company’s foreign subsidiaries.

Restricted cash

As of December 31, 2025, the Company held restricted cash of $8.3 million to secure an irrevocable standby letter of credit issued in connection with a litigation settlement entered into in May 2025 with the former shareholders of Nangate, Inc. (“Nangate”). The letter of credit, secured with East West Bank on May 17, 2025, is scheduled to expire on June 30, 2026. As of December 31, 2025 no amounts had been drawn under the letter of credit. Restricted cash is classified as a current asset on the consolidated balance sheets. See Note 10, Related Parties, and Note 16, Commitments and Contingencies, for additional information.

Marketable securities

The Company’s investments in marketable securities have been classified and accounted for as available-for-sale and are recorded at estimated fair value. The Company’s available-for-sale marketable securities are comprised of money market funds, U.S. treasury securities and U.S. government securities. The Company classifies its investments with original maturities of three months or less when acquired as cash equivalents. The Company classifies its marketable securities with original maturities of longer than three months but within twelve months as of the reporting date as current marketable securities. Marketable securities with maturities of twelve months or longer as of the reporting date are classified as non-current marketable securities. Purchase discounts are accreted using the effective interest method over the life of the related security and such accretion is included in interest income in the consolidated statements of loss.

The Company did not recognize any other-than-temporary impairment on its marketable securities during the years ended December 31, 2025 and 2024. Unrealized gains and losses (excluding other-than-temporary impairment and credit loss) on available-for-sale marketable securities are reported in other comprehensive loss on the consolidated statements of comprehensive loss. Credit-related unrealized losses are recognized as an allowance on the consolidated balance sheets with a corresponding charge to interest expense and other income (expense), net on the consolidated statements of loss. The cost of securities sold is based on the specific identification method and realized gains and losses are reported in interest income and interest expense and other income (expense), net on the consolidated statements of loss, respectively. The Company recognized $0.1 million of unrealized loss and $0.1 million of unrealized gain on available-for-sale marketable securities in other comprehensive loss on the consolidated statements of comprehensive loss during the years ended December 31, 2025 and 2024, respectively.

Allowance for credit losses

The Company assesses its ability to collect outstanding receivables and contract assets and provides customer-specific allowances, allowances for credit losses for the portion of receivables and contract assets that are estimated to be uncollectible. Allowances for credit losses are based on historical collection experience and expected credit losses, customer specific financial condition, current economic trends in the customer's industry and geographic region, changes in customer demand and the overall economic climate in the market the Company serves. Provisions for the allowance for expected credit losses attributable to bad debt are recorded as general and administrative expenses in the consolidated statements of loss. Account balances deemed uncollectible are written off, net of actual recoveries. If circumstances related to specific customers or the market the Company serves change, the Company’s estimate of the recoverability of its accounts receivable and contract assets could be further adjusted. The Company does not have any material account receivable or contract asset balances that are past due and has not written off any significant balances in its portfolio against the allowance for credit losses for the periods presented. The following table presents the Company’s allowance for credit losses:

Income taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date.

The Company records net deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such determinations, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company determines that Silvaco will be able to realize deferred tax assets for which a valuation allowance was used to reduce their carrying value, the adjustment to the valuation allowance will be recorded as a reduction to the provision for income taxes.

Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more-likely-than-not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the statute of limitations has expired, or the appropriate taxing authority has completed its examination even though the statute of limitations remains open.

The Company recognizes interest and penalties related to income taxes within the income tax provision line in the consolidated statements of loss. Accrued interest and penalties are included within accrued income taxes in the consolidated balance sheets.

Foreign currencies

The financial statements of Silvaco's international subsidiaries with local functional currencies are translated to U.S. dollars upon consolidation. Assets and liabilities are translated at the effective exchange rate on the balance sheet date. Results of operations are translated at average exchange rates, which approximate rates in effect when the underlying transactions occurred. For the years ended December 31, 2025 and 2024, the Company recorded foreign currency translation adjustments of $0.5 million and $0.4 million, respectively, within accumulated other comprehensive loss.

Certain sales and intercompany transactions are denominated in foreign currencies. These transactions are recorded in functional currency at the appropriate exchange rate on the transaction date. Monetary assets and liabilities denominated in a currency other than the Company's functional currency or its subsidiaries' functional currencies are remeasured at the effective exchange rate on the balance sheet date. Gains and losses resulting from foreign exchange transactions are included in interest expense and other income (expense), net in the consolidated statements of loss. The Company recorded net foreign exchange losses of $0.2 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively.

Accumulated other comprehensive loss

Accumulated other comprehensive loss is composed entirely of foreign currency translation adjustments and unrealized gains and losses on marketable securities.

Stock-based compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, stock-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period), net of actual forfeitures. For stock-based payment awards that contain performance criteria, stock-based compensation expense is recorded when the achievement of the performance condition is considered probable of achievement and is recorded on a straight-line basis over the requisite service period. If such performance criteria are not met, no compensation expense is recognized and any recognized compensation expense is reversed. For awards with market and service conditions, the Company recognizes stock-based compensation on a straight-line basis for all awards for which the service conditions are met, regardless of whether the market condition is achieved.

Prior to the IPO in May 2024, the Company did not record stock-based compensation expense. The restricted stock units (“RSUs”) granted under the 2014 Plan generally had two vesting requirements, a service-based requirement (the “Time-Based Requirement”) and a liquidity event requirement (the “Liquidity Event Requirement”), and the satisfaction of the Liquidity Event Requirement was not deemed probable. Refer to Note 13, Stock-Based Compensation for additional information.

Prior to January 1, 2024, the Company valued the awards granted using historical estimates of the fair value of Silvaco’s common stock. These third-party valuations were performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held Company Equity Securities Issued as Compensation.

Commencing January 1, 2024 and prior to the IPO, the grant date fair value of the awards was derived from an interpolation based on the contemplated listing price of the Company’s anticipated IPO. For RSUs granted after the IPO, the Company used the publicly listed closing stock price on the grant date as the grant date fair value.

Fair value of financial instruments

The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

■Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

■Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices), for substantially the full term of the asset or liability.

■Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

As of December 31, 2025 and 2024, the carrying amount of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximated their fair values due to their short maturities. The Company’s available for sale marketable securities have an amortized costs that approximates fair value, which was determined using quoted prices in active markets for identical assets and if that is unavailable, using third-party inputs which are either directly or indirectly observable, such as reported trades and broker or dealer quotes as of December 31, 2025 and 2024. Refer to Note 18, Fair Value of Financial Instruments for additional information.

Research and development grants and tax subsidies

Silvaco is a recipient of R&D grants and tax subsidies associated with the Company's French and British subsidiaries. Grants and tax subsidies are determined on the basis of eligible R&D expenses incurred during the calendar year. Eligible expenditures include depreciation expenses relating to fixed assets, created or acquired newly, assigned to eligible R&D projects, including patents acquired; costs relating to staff qualifying as scientists or engineers; expenses resulting from outsourced R&D projects; expenses incurred for patent registration or in connection with the defense of patents; and expenses relating to the monitoring of technical developments. The grants and tax subsidies are recorded as a reduction of R&D expense as qualifying expenditures are incurred. Certain tax subsidies can be offset against corporate income tax liabilities payable with respect to the calendar year during which the eligible R&D expenditures were incurred, and any excess credit is refunded to the taxpayer. Certain tax subsidies and all grants are paid to the Company in cash, which are included in prepaid expenses and other current assets in the Company's consolidated balance sheets until the Company receives the cash payment.

Leases

The Company determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. A contract is or contains a lease when the Company has the right to control the use of an identified asset for a period of time. The commencement date of the lease is the date that the lessor makes an underlying asset available for use by the lessee. On the commencement date, leases are evaluated for classification and assets and liabilities are recognized based on the present value of lease payments over the lease term. Leases are classified as either operating or finance leases based on certain criteria. This classification determines the timing and presentation of expenses on the income statement, as well as the presentation of the related cash flows and balance sheet. Operating leases with terms greater than 12 months are recorded on the balance sheet as operating lease right-of use assets, other accrued expenses and liabilities, and non-current operating lease liabilities. The Company has elected the practical expedient to account for the lease and non-lease components as a single lease component for all asset classes.

The lease term used to calculate the lease liability includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The right of use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments and any lease incentives. Variable lease payments, consisting primarily of reimbursement of costs incurred by lessors for common area maintenance, real estate taxes and insurance, are not included in the lease liability and are recognized as they are incurred.

As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental secured borrowing rate at lease commencement to measure ROU assets and lease liabilities. The discount rate used for operating leases is primarily determined based on an analysis of the Company’s incremental secured borrowing rate. The related lease payments are expensed on a straight-line basis over the lease term, including, as applicable, any free-rent period during which the Company has the right to use the asset.

The Company has no finance leases. Refer to Note 6, Leases for additional information.

Advertising

Advertising costs are expensed as incurred and were $40,000 and $39,000 for the years ended December 31, 2025 and 2024, respectively.

Restructuring

The Company's restructuring expenses consist of employee severance, one-time termination benefits and ongoing benefits related to the reduction of its workforce, and other exit and disposal costs. One-time involuntary termination benefits are expensed at the date the entity notifies the employee, unless the employee must provide future service beyond a minimum retention period, in which case the benefits are expensed ratably over the future service period. Ongoing benefits and one-time voluntary termination benefits are expensed when restructuring activities are probable and the benefit amounts are estimable. Other costs primarily consist of termination fees, idle rent and related expenses for exited locations and other costs related to restructuring activities, and are expensed when incurred. Refer to Note 5, Restructuring, for additional information.

Net Loss per Share

Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding. Diluted net loss per share is computed based on the weighted average number of common shares outstanding increased by dilutive common stock equivalents attributable to RSU grants.

The following outstanding securities were excluded from the computation of diluted earnings per share because the effect would be anti-dilutive. Refer to Note 13, Stock-Based Compensation for additional information.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standard update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures (“ASU 2023-09”). ASU 2023-09 is only effective for annual periods beginning after December 15, 2024, on a prospective basis. The Company adopted the new standard on a prospective basis with the filing of this Annual Report on Form 10-K. See Note 14, Income Taxes for additional information.

Accounting Guidance Issued and Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires additional disclosure of certain amounts included in the expense captions presented on the statements of loss as well as disclosures about selling expenses. This ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient that allows entities to estimate expected credit losses for current accounts receivable and contract assets assuming that conditions at the balance sheet date remain unchanged over the life of the asset. This ASU is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on the consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU eliminates the accounting consideration of software project development stages to align with the agile method for developing software and enhances the guidance related to assessing the probability of project completion. This ASU is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on the consolidated financial statements.

3. Revenue

The Company's revenue is derived principally from software licensing, customization and related maintenance and services, which are generally accounted for as separate performance obligations with differing revenue recognition patterns. Arrangements with both software licenses and customization services are accounted for as a combined performance obligation. The transaction price is allocated to each distinct performance obligation based on the relative standalone selling price.

Revenue from software licenses is classified as software license revenue. Software license revenue is recognized upfront upon delivery of the licensed software. Revenue associated with the license of the Company’s SIP is classified as software license revenue and recognized as revenue (i) upfront upon delivery of the standard SIP license, or (ii) over time when customization services are combined with the SIP license, as specific contractual milestones are met and incremental functionality is delivered to the customer.

Maintenance and service revenue, which consists of both PCS for software licenses and support services for SIP licenses, is recognized ratably over the term of the contract period. Professional services revenue, which is classified as maintenance and service revenue, is recognized based on when the Company delivers the related service pursuant to the terms of the arrangement.

Customer contracts

The Company accounts for a contract with a customer when both parties have approved the contract and are committed to perform their respective obligations, each party’s rights and payment terms can be identified, the contract has commercial substance, and it is probable the Company will collect substantially all of the consideration it is entitled to.

For multi-year software licenses, the Company generally invoices customers annually at the beginning of each annual coverage period.

The contract balances of the Company’s accounts receivable and contract assets, both of which are net of allowance for expected credit losses, and deferred revenue were as follows:

Transaction Price Allocated to the Remaining Performance Obligations

As of December 31, 2025, approximately $47.1 million of revenue is expected to be recognized from remaining performance obligations. This figure represents contracted revenue that has not yet been recognized, which includes both deferred revenue and backlog, net of cancellations and adjustments. The Company's backlog represents installment billings for periods beyond the current billing cycle. The Company expects to recognize revenue on approximately 54% of these remaining performance obligations over the next 12 months, with the remaining balance recognized thereafter.

Deferred Revenue

Deferred revenue is comprised mainly of unearned revenue related to PCS on software licenses and pending software license and SIP license deliveries. Deferred revenue also includes contracts for professional services to be performed in the future.

During each of the years ended December 31, 2025 and 2024, the Company recognized revenue of $6.7 million, that was included in the deferred revenue balance at the beginning of fiscal year 2025 and 2024. All other activity in deferred revenue is due to the timing of invoices in relation to the timing of revenue recognized during the years ended December 31, 2025 and 2024 as described above. Approximately 68% of the Company's deferred revenue as of December 31, 2025 is expected to be recognized over the next 12 months with the remainder recognized thereafter.

4. Acquisitions

Optical Proximity Correction Suite of Tools

On March 4, 2025, the Company consummated an asset purchase agreement with Cadence Design Systems, Inc. (“Cadence”), pursuant to which, among other things, Silvaco agreed to acquire certain assets and assume certain liabilities comprising Cadence’s Process Proximity Compensation product line, an optical proximity correction suite of tools (the “OPC Business”), in exchange for $11.5 million in cash.

The Company expects that the addition of the OPC suite of tools and expert team, which are complementary to Silvaco’s EDA and TCAD suite, will enhance Silvaco’s ability to offer advanced computational lithography solutions that address the increasing complexity of semiconductor manufacturing at advanced nodes.

The acquisition was accounted for as a business combination, and Silvaco recorded the assets acquired and liabilities assumed based on their estimated fair values at the date of the acquisition. Silvaco recorded the excess of consideration transferred over the aggregate fair values of acquired assets and assumed liabilities as goodwill. The goodwill recorded was primarily attributable to synergies expected to arise after the acquisition and the value of the acquired workforce, and is expected to be deductible for U.S. income tax purposes.

The following is a summary of the assets acquired and liabilities assumed in the OPC Business acquisition.

The fair value of developed technology was determined using a discounted cash flow model through application of the income approach, using the relief-from-royalty method, which assumed a market-based royalty rate applied to projected revenue. The fair value of customer relationships was determined using a discounted cash flow model under the income approach, specifically the multi-period excess earnings method, which discounts future cash flows attributable to existing customers, net of operating expenses and contributory asset charges.

During the year ended December 31, 2025, the Company incurred $0.6 million of acquisition-related expenses in connection with the acquisition of the OPC Business, which were recognized in general and administrative expense on the consolidated statements of loss.

The operating results of the OPC Business, which have been included in the Company’s consolidated financial statements since the date of acquisition, were as follows:

Due to the ongoing integration of the acquired business, determining its impact on net loss is impractical for the period presented.

Tech-X Corporation

On April 29, 2025, the Company consummated a stock purchase agreement with the shareholders of Tech-X Corporation (“Tech-X”), pursuant to which Silvaco agreed to acquire all of the outstanding shares of Tech-X for an aggregate purchase price of $8.2 million. The purchase consideration consisted of (i) $4.1 million in cash, (ii)457,666 shares of the Company’s common stock with a fair value of $2.4 million on the closing date, and (iii) contingent consideration, with a maximum payout of $2.0 million, and with an estimated fair value of $1.7 million, payable in cash upon the achievement of specified technical milestones through December 2026. In February 2026, the Company and the Tech-X selling shareholder representative agreed to amend the form of payment of the contingent consideration and post-closing net working capital adjustments to be payable in shares of the Company’s common stock. The Company and the Tech-X selling shareholder representative also agreed to extend the date through which contingent consideration can be earned to July 2027. Refer to Note 19, Subsequent Events for additional information.

The fair value of the contingent consideration was determined using a discounted cash flow model utilizing a probability weighted analysis, and is re-valued period to period with any changes recorded to interest expense and other income (expense), net in the consolidated statements of loss. Refer to Note 18, Fair Value of Financial Instruments for additional information.

The Company believes that integrating Tech-X’s advanced multi-physics simulation tools with Silvaco’s Victory TCAD platform will enhance customers’ ability to develop more accurate digital twin models for photonics, semiconductor devices and wafer-scale plasma etching.

The acquisition was accounted for as a business combination. The Company recognized the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The excess of the total consideration transferred over the fair value of the net identifiable assets acquired was recorded as goodwill. The goodwill is primarily attributable to expected synergies from the integration of Tech-X’s technologies with the Company’s existing platform and the value of the acquired workforce. The goodwill is not deductible for U.S. income tax purposes.

The following is a summary of the fair value of assets acquired and liabilities assumed in the Tech-X acquisition.

The fair value of customer relationships was determined using a discounted cash flow model under the income approach, specifically the multi-period excess earnings method, which discounts future cash flows attributable to existing customers, net of operating expenses and contributory asset charges. The fair value of the developed technology and trade name intangibles were determined using a discounted cash flow model under the income approach, specifically the relief-from-royalty method, which assumes a market-based royalty rate applied to projected revenues.

During the year ended December 31, 2025, the Company incurred $0.8 million in acquisition-related expenses in connection with the acquisition of Tech-X, which were recognized in general and administrative expense on the consolidated statements of loss.

The operating results of Tech-X have been included in the Company's consolidated financial statements since the date of acquisition and were not material for the periods presented.

Mixel Group, Inc.

On August 1, 2025, the Company consummated a stock purchase agreement with the shareholders of Mixel Group, Inc. (“Mixel”), pursuant to which Silvaco agreed to acquire all of the outstanding shares of Mixel for an aggregate purchase price of $22.5 million. The purchase consideration consisted of (i) $19.7 million in cash and (ii)643,617 shares of the Company’s common stock with a fair value of $2.8 million on the closing date.

The Company believes that Mixel’s low-power connectivity silicon IP solutions complements Silvaco’s offerings and will position the Company for higher growth in low-power, high-performance connectivity solutions.

The acquisition was accounted for as a business combination. The Company recognized the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. The excess of the total consideration transferred over the fair value of the net identifiable assets acquired was recorded as goodwill. The goodwill is primarily attributable to synergies expected to arise after the acquisition and the value of the acquired workforce. The goodwill is not deductible for U.S. income tax purposes.

The following is a summary of the fair value of assets acquired and liabilities assumed in the Mixel acquisition.

The fair value of customer relationships was determined using a discounted cash flow model under the income approach, specifically the multi-period excess earnings method, which discounts future cash flows attributable to existing customers, net of operating expenses and contributory asset charges. The fair value of the developed technology and trade name intangibles were determined using a discounted cash flow model under the income approach, specifically the relief-from-royalty method, which assumes a market-based royalty rate applied to projected revenues.

During the year ended December 31, 2025, the Company incurred $2.0 million in acquisition-related expenses in connection with the acquisition of Mixel, recognized in general and administrative expense on the consolidated statements of loss.

The operating results of Mixel have been included in the Company’s consolidated financial statements since the date of acquisition and the Company recognized revenue of $3.6 million for the year ended December 31, 2025. The remainder of Mixel’s operating results were not material for the year ended December 31, 2025.

ASC 805 also requires presentation of pro forma information for the comparable period, when the comparable period is presented. The Company was not able to obtain financial information sufficient to make these disclosures for each of the business combinations entered into during the year ended December 31, 2025. Therefore, the Company has not made the comparable period pro forma disclosure because it would be impracticable to do.

5. Restructuring

In October 2025, the Company began implementing targeted cost-savings initiatives intended to streamline the Company’s organizational structure, improve execution, and enhance stockholder value (the “Restructuring Plan”). The Company announced a voluntary early retirement program and a voluntary exit program available to certain employees in the United States, Asia, and Europe that meet the eligibility criteria. Participating employees received acceleration of any unvested RSUs held by the participating employees together with a grant of fully vested shares, such that the total value of the accelerated RSUs and additional shares is equal to four, six, or twelve months of the participating employee’s salary. In connection with the Restructuring Plan, on November 24, 2025, the Company also announced an involuntary reduction in force in the United States. The Company incurred costs in connection with the Restructuring Plan that consist of severance costs for 52 terminated employees and other costs such as the site closures as part of its global site strategy. The Company expects to complete the Restructuring Plan in 2026.

The Company has $0.1 million of remaining obligations related to the restructuring plan as of December 31, 2025, which are included in accrued expenses and other current liabilities on the Company’s consolidated balance sheets.

Restructuring expenses are included within operating expenses in the consolidated statements of loss as follows:

6. Leases

The Company’s headquarters are located in Santa Clara, California, where the Company has an operating lease covering its corporate office expiring in April 2028. The Company also has operating leases in Duluth, Georgia, and abroad, in Japan, France, China, the United Kingdom, Taiwan, Singapore, Korea, Egypt, and Vietnam, among other countries. The expiration dates for these operating leases range from 2026 through 2035. Refer to Note 10, Related Parties for further information on the Company’s lease renewal entered during the year ended December 31, 2025.

The components of operating lease cost were as follows:

(1)Variable lease cost includes common area maintenance, utilities, security, insurance and property taxes.

Additional information related to the Company’s operating leases for the years ended December 31, 2025 and 2024 was as follows:

As of December 31, 2025, maturities of operating lease liabilities were as follows:

Rent expense was $1.7 million and $1.2 million for the years ended December 31, 2025 and 2024, respectively.

7. Property and Equipment, Net

The Company’s property and equipment at December 31, 2025 and 2024 consisted of the following:

During the years ended December 31, 2025 and 2024, the Company retired $0.5 million and $0.2 million of property and equipment that was fully depreciated and no longer in service. Depreciation expense was $0.4 million and $0.3 million for the years ended December 31, 2025 and 2024, respectively.

8. Goodwill and Intangible Assets

The Company completed the acquisitions of the OPC Business in March 2025, Tech-X in April 2025, and Mixel in August 2025, which collectively resulted in an increase to goodwill of $21.0 million during the year ended December 31, 2025. Refer to Note 4, Acquisitions for additional information.

For the years ended December 31, 2025 and 2024, intangible assets were classified as follows:

The Company completed the acquisitions of the OPC Business in March 2025, Tech-X in April 2025, and Mixel in August 2025 which collectively resulted in an increase of acquired intangibles of $24.7 million during the year ended December 31, 2025. Refer to Note 4, Acquisitions for additional information.

On April 11, 2024, the Company amended its license agreement to sell SIP developed in partnership with NXP Semiconductors Netherlands B.V. (“NXP”) (the “NXP IP”) for total cash consideration of $6.0 million, to be paid over 5 years. The NXP IP has a net book value of $3.2 million as of December 31, 2025 and a useful life of 5 years, which is the length of the license agreement. The Company recorded a corresponding vendor financing obligation related to the license agreement with NXP. Refer to Note 12, Debt and Financing Obligations for additional information.

Amortization expense was as follows:

On January 1, 2025 and 2024, the Company retired $0.1 million and $4.3 million of intangible assets that were fully amortized, respectively.

As of December 31, 2025, estimated future amortization expense for the intangible assets reflected above was as follows:

9. Significant Balance Sheet Components

Prepaid expenses and other current assets consisted of the following:

Other assets consisted of the following:

(a)Balance reflects commissions paid for new contracts, primarily new multi-year term license arrangements to be amortized over the anticipated customer life offive years.

10. Related Parties

The Company has a commercial lease agreement with Kipee International, Inc., a real estate entity controlled by a principal stockholder and member of the Company’s board of directors, for Silvaco’s corporate office in Santa Clara, California. In connection with this lease arrangement, the Company recorded rent expense of $0.2 million and $0.2 million during the years ended December 31, 2025 and 2024. The Company's original three year commercial office lease for this property commenced on May 1, 2022, and expired on April 30, 2025. The Company and Kipee International renewed the lease, effective as of May 1, 2025, for a three year period ending on April 30, 2028. The Company's right-of-use asset and operating lease liability for this property is $0.6 million as of December 31, 2025.

The Company has international office leases with New Horizons (Cambridge) LTD (“NHC”) and New Horizons France (“NHF”) in Cambridgeshire, England and Grenoble, France, respectively. NHC and NHF are real estate entities owned and controlled by a principal stockholder and member of the Company’s board of directors. In connection with these lease arrangements, the Company recorded rent expense of $0.3 million during each of the years ended December 31, 2025 and 2024. The Company's right-of-use asset and operating lease liability under the NHC lease, which expires on December 31, 2029, is $0.8 million as of December 31, 2025. The Company's right-of-use asset and operating lease liability under the NHF lease, which expires on April 30, 2026, is $20.9 thousand as of December 31, 2025.

On June 13, 2022, Silvaco entered into a $4.0 million line of credit with a principal stockholder and member of the Company’s board of directors (the “2022 Credit Line”). In connection with this line of credit, the Company recorded interest expense of $0.1 million during the year ended December 31, 2024. The outstanding amounts due under the 2022 Credit Line were repaid in full and the 2022 Credit Line was terminated in May 2024. Refer to Note 12, Debt and Financing Obligations for additional information.

In February 2012, Gu-Guide LP, a real estate entity controlled by a principal stockholder and member of the Company’s board of directors, Bank of the West and the Company, as guarantor, entered into a loan agreement pursuant to which Bank of the West agreed to lend Gu-Guide LP certain amounts of money (the “Loan”). The Loan was secured by a 9,000 square foot building located in Santa Clara, California. The Loan was repaid in full and the Company was released from the guarantee in July of 2024. In the event that the proceeds from the foreclosure of the foregoing collateral were insufficient to repay the outstanding amounts under the Loan, the Company guaranteed the repayment of the outstanding amounts under the Loan.

In May 2025, the Company and two of our principal stockholders and members of our board of directors (the “Co-Defendants”) agreed to a Settlement Agreement in connection with a trial court judgment awarded to the Nangate Parties. The $32.5 million settlement (the “Settlement Payment”) consists of $16.0 million payable on June 18, 2025, $4.1 million payable on August 15, 2025, $4.1 million payable on November 14, 2025 and final payment of $8.3 million payable on February 13, 2026. Following the execution of the Settlement Agreement, the Co-Defendants, each a principal stockholder of the Company and a member of the Company’s board of directors, executed an apportionment agreement with the Company under which the Co-Defendants agreed to bear 25% of the Settlement Payment, with the Company bearing the remaining 75%. During the year ended December 31, 2025, the Company made payments of $24.3 million on behalf of the Company and the Co-Defendants, which included $8.1 million contributed by the Co-Defendants in accordance with the apportionment agreement. The Company recorded a litigation settlement expense of $13.1 million and $11.3 million during the years ended December 31, 2025 and 2024 related to the Settlement Agreement, respectively. As of December 31, 2025, the Company’s remaining liability under the Settlement Agreement is $8.3 million, which is included in accrued expenses and other current liabilities on the consolidated balance sheet. Refer to Note 16, Commitments and Contingencies, for additional information.

11. Accrued Expenses and Other Current Liabilities and Other Non-Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

(a)Represents litigation-related charges incurred in connection with the Nangate Litigation described in Note 16, Commitments and Contingencies.

(b)Silvaco has entered into various renewable license agreements under which the Company has been granted access to the licensor's technology and the right to sell the technology in its product line. Royalties are payable to developers of the software at various rates and amounts, which generally are based upon unit sales, revenue or flat fees. Royalty fees are reported in cost of revenue upon delivery pursuant to the terms and conditions of the Company’s contractual obligations.

Other non-current liabilities as of December 31, 2025 and 2024 consisted primarily of liabilities associated with asset retirement obligations.

12. Debt and Financing Obligations

On June 13, 2022, Silvaco entered into the 2022 Credit Line which bore interest at a rate of prime plus 1% per annum. In May 2024, the outstanding balance under the 2022 Credit Line was repaid in full and the 2022 Credit Line was terminated. The Company didnot recognize any gain or loss on the extinguishment of the 2022 Credit Line.

In December 2023, the Company entered into a loan facility with East West Bank (the “East West Bank Loan”) which had a maturity date of December 14, 2025 and provided for borrowings of up to $5.0 million bearing interest at a per annum rate equal to one half of one percent (0.5%) above the greater of (i) the prime rate or (ii) four and one half percent (4.5%). The Company recognized a loss on debt extinguishment of $0.1 million and interest expense of $0.2 million during the year ended December 31, 2024, with respect to the East West Bank Loan. In May 2024, the East West Bank Loan was terminated.

On April 11, 2024, the Company amended its license to use, perform, display, copy, reproduce, modify, adapt, alter, customize, translate or otherwise create derivative works based on certain technology of NXP to develop and make licensed designs for the Company’s account, and to market, demonstrate, promote, sell, offer to sell, distribute and otherwise dispose of such licensed designs for total cash consideration of $6.0 million, to be paid over 5 years, pursuant to which the Company recorded an associated vendor financing obligation, which has a balance of $3.2 million as of December 31, 2025. The Company determined that this vendor financing obligation had an imputed interest rate of 9%, which is reflective of its borrowing rate with similar terms. The Company recognized interest expense of $0.3 million during each of the years ended December 31, 2025 and 2024. The Company’s vendor financing obligation is comprised of the following payments as of December 31, 2025:

On April 16, 2024, the Company entered into a note purchase agreement with Micron Technology Inc. (“Micron”), a customer of the Company, pursuant to which the Company issued to Micron a senior subordinated convertible promissory note in the principal amount of $5.0 million (the “Micron Note”). The Micron Note was contractually subordinated to the East West Bank Loan through a subordination agreement with East West Bank but was senior to all of the Company’s other existing debt and was senior to any new future debt incurred (other than any undrawn amount available under the East West Bank Loan while it was outstanding). The Micron Note accrued interest at a rate of 8% per annum, with principal and accrued interest due upon maturity three years after the date of issuance. Upon the consummation of the IPO, the Micron Note was mandatorily convertible into a number of shares equal to the outstanding principal amount and accrued interest divided by a conversion price equal to (a) the price of the Company’s common stock issued in the initial public offering, times (b)0.90. The Company determined that the feature that allowed for settlement of the Micron Note into a variable number of shares required bifurcation as a derivative liability and should be initially measured at fair value. The Company recorded aderivative liability of $0.5 million and a corresponding debt discount of $0.5 million on the issuance date.

On May 13, 2024, the Micron Note was converted into 294,217 shares of the Company’s common stock in connection with the consummation of the IPO. The shares issued pursuant to the Micron Note were registered for resale under the Securities Act. Upon the settlement of the Micron Note, the derivative liability was settled and the Company remeasured it to its fair value and recorded a loss on derivative remeasurement of $28,000 during the year ended December 31, 2024, which was recorded in interest expense and other income (expense), net on the Company’s consolidated statements of loss. As a result, the fair value of the shares issued of $5.6 million was recognized in additional paid-in capital and the Company settled the debt, inclusive of the derivative liability, and recognized a loss on debt extinguishment of $0.6 million during the year ended December 31, 2024.

13. Stock-Based Compensation

Stock-Based Compensation Plans

On April 26, 2024, in connection with the Company’s IPO, the Company’s board of directors approved and adopted the 2024 Stock Incentive Plan (“2024 Plan”), subject to stockholder approval, and the Company’s stockholders approved the 2024 Plan on April 29, 2024. The 2024 Plan became effective on May 8, 2024 and supersedes the Company’s 2014 Stock Incentive Plan (the “2014 Plan”) under which 4.6 million shares of common stock were reserved for issuance. All forfeited shares underlying RSUs granted under the 2014 Plan and shares previously reserved for future issuance under the 2014 Plan are included in the share reserve under the 2024 Plan. During the year ended December 31, 2025,833,994 shares were added to the 2024 Plan pursuant to an automatic annual increase provision in the plan. As of December 31, 2025, the number of shares of common stock reserved for future issuance under the 2024 Plan was 2,954,900.

The Company grants RSUs to new hires under the 2024 Plan that generally vest over four years, with 25% vesting afterone year and the remaining 75% vesting in equal quarterly installments over the following three years, subject to the employee’s continued service through each applicable vesting date, unless a different vesting schedule is approved by the Company’s Compensation Committee. The Company also grants “refresh” RSUs to existing employees under the 2024 Plan that generally vest in equal quarterly installments over four years, subject to the employee’s continued service through each applicable vesting date.

The following table summarizes the Company's RSU activity pursuant to the 2014 Plan and the 2024 Plan:

Employee Stock Purchase Plan

The Company’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”) permits eligible employees to contribute up to 15% of their base compensation, subject to applicable legal restrictions and limitations, to purchase shares of the Company’s common stock at a price equal to 85% of the lesser of (i) the fair market value of the stock on the first day of the offering period or (ii) the fair market value on the purchase date. Offering periods under the 2024 ESPP generally have a duration ofsix months, commencing on June 1 and December 1 of each year and ending on November 30 and May 31, respectively, unless otherwise determined by the Company’s Compensation Committee. The initial offering period under the 2024 ESPP commenced on August 1, 2024, and ended on November 30, 2024.

The shares purchased, the weighted average purchase price, and the cash received for 2024 ESPP purchases were as follows (in thousands, except shares purchased and weighted average purchase price):

The weighted average fair value of each award granted under the 2024 ESPP and the weighted-average assumptions for the valuation of employee stock purchase right based on the Black-Scholes option pricing model are as follows:

Unrecognized stock-based compensation cost for awards granted under the 2024 ESPP as of December 31, 2025 of $0.2 million will be amortized over 5 months.

Stock-based Compensation Expense

The Company issues RSUs to its employees, directors and service providers. The RSUs awarded under the 2014 Plan generally hadtwo vesting requirements, a Time-Based Requirement and a Liquidity Event Requirement. The Liquidity Event Requirement would be satisfied as to any then-outstanding RSUs on the first to occur of: (1) a change in control event (as defined in the award agreement); or (2) the first sale of common stock pursuant to an underwritten IPO, in either case, within 10 years of the grant date. The Liquidity Event Requirement was satisfied upon the completion of the IPO on May 13, 2024. Certain RSUs required the employee to be employed with the Company upon the consummation of the IPO for the Liquidity Event Requirement to be satisfied. The Time-Based Requirement generally requires four years for full vesting of the grants, with 25% vesting afterone year and quarterly vesting over the subsequent three years. Certain grants have had modified time-based vesting requirements, including certain grants that have been issued with the Time-Based Requirement satisfied on the grant date. Once the Liquidity Event Requirement was satisfied, the Company recognizes its stock-based compensation expense ratably over the requisite service period, which is generally four years.

Prior to the Company’s IPO, the Company did not record stock-based compensation expense for the RSUs, as the Liquidity Event Requirement was not deemed probable. Upon the completion of the IPO, the Liquidity Event Requirement was met, and the Company recognized stock-based compensation expense associated with (i) RSUs granted to active employees and service providers, (ii) RSUs granted to certain former employees and service providers whose RSUs vested in connection with the Liquidity Event, and (iii) the acceleration of the Time Based Requirement for certain awards to executive officers, senior management and directors as a result of the Liquidity Event.

In November 2023, the Company issued 30,000 RSUs with certain performance-based conditions, in addition to the Time-Based Requirement, and a grant date fair value of $0.4 million. The Company estimates the probability of achievement of applicable performance goals for performance-based RSUs in each reporting period and recognizes related stock-based compensation expense using the straight-line attribution method. The amount of stock-based compensation expense recognized in any period can vary based on the attainment or expected attainment of the various performance goals. If such performance goals are not ultimately met, no stock-based compensation expense is recognized and any previously recognized compensation expense is reversed. The Company recognized stock-based compensation expense of $0.1 million related to these RSUs during the year ended December 31, 2024. The RSUs were forfeited in April 2025 and the Company reversed the stock-based compensation expense that was previously recognized during the year ended December 31, 2025.

In November 2023, the Company issued 75,000 RSUs with certain market-based conditions, in addition to the Time Based Requirement and the Liquidity Event Requirement, and a grant date fair value of $0.6 million. The Company estimated the fair value of market-based RSUs on the grant date using a Monte Carlo simulation model. The vesting of the market-based RSUs is contingent on achieving a minimum volume-weighted average stock price (“VWAP”) prior to the expiration of the RSUs. The assumptions used in the Monte Carlo simulation model to determine the grant date fair value were a daily VWAP of $8.92, a volatility of 50%, and a risk-free rate of 4.3%. The Company recognized stock-based compensation expense of $0.1 million related to these RSUs during the year ended December 31, 2024. The RSUs were forfeited in April 2025 and the Company reversed the stock-based compensation expense that was previously recognized during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company’s compensation committee approved the issuance of a variable number of RSUs as a portion of the employee bonus program for the fiscal year 2024. The number of RSUs issued will be calculated as the volume-weighted average price of the Company’s common stock upon the bonus being finalized after the end of the fiscal year. As the Company has an obligation to issue a variable number of shares for a fixed monetary amount, the RSUs will be accounted for as liability-classified awards and subsequently re-measured to their fair value at each reporting date. The Company recognized stock-based compensation expense of $15.3 thousand and $0.6 million associated with the liability-classified RSUs during the year ended December 31, 2025 and 2024, respectively, with a corresponding increase to accrued liability. During the year ended December 31, 2025, the Company issued 101,486 RSUs under the 2024 bonus program.

In August 2025, the Company agreed to grant RSUs to the Chief Executive Officer (“CEO”) that may be earned upon the achievement of certain market-based conditions, and which are subject to service-based vesting conditions. The number of RSUs to be granted is based on the Company’s stock price over the relevant service period, measured using VWAP metrics. The total grant date fair value of the RSUs was estimated at $1.1 million using a Monte Carlo simulation model. The key assumptions used in the Monte Carlo simulation were a daily VWAP of $4.54, an expected volatility of 77%, and a risk-free interest rate of 3.8%. For the year ended December 31, 2025, the Company recognized $0.2 million of stock-based compensation expense related to these awards. No shares were issued or vested during the year ended December 31, 2025.

During the year ended December 31, 2025, the Company accelerated 158,359 RSUs and recognized $1.1 million of stock-based compensation expense related to the acceleration and grant of fully vested shares related to the Restructuring Plan. Refer to Note 5, Restructuring, for additional information.

The Company recorded stock-based compensation expense using the straight-line attribution method, net of actual forfeitures, based on the grant-date fair value of the RSU awards and ESPP. The following table summarizes stock-based compensation expense:

As of December 31, 2025, the Company had unrecognized stock-based compensation expense of $14.4 million which is expected to be recognized over a weighted average period of 2.5 years.

14. Income Taxes

The domestic and foreign components of the Company's loss before income tax provision were as follows:

The components of the Company's income tax (benefit) provision were as follows:

During the year ended December 31, 2025, the Company recorded a U.S. deferred tax benefit which primarily relates to the partial release of the valuation allowance on the Company’s net deferred tax assets. Such partial release of the valuation allowance is primarily attributable to deferred liabilities recognized with the acquisitions of Tech-X and Mixel. Upon acquisition, the deferred tax liabilities reduce the Company’s net deferred tax asset balance and accordingly require a partial release of the valuation allowance with an offsetting income tax benefit.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities were as follows:

The following is a reconciliation of the federal statutory income tax rate to the effective tax rate for the year ended December 31, 2025 pursuant to the disclosure requirements of ASU 2023-09 (in thousands, except percentages):

(1) State taxes in CA and ID made up the majority (greater than 50%) of the tax effect in this category

The following is a reconciliation of the federal statutory income tax rate to the Company's effective tax rate for the year ended December 31, 2024:

The following is a summary of income taxes paid, net of refunds by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025:

Management establishes a valuation allowance for those deductible temporary differences when it is more likely than not that the benefit of such deferred tax assets will not be recognized. The ultimate realization of deferred tax assets is dependent upon the Company's ability to generate taxable income during periods in which the temporary differences become deductible. Management regularly reviews the deferred tax assets for recoverability and establishes a valuation allowance based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. Through the year ended December 31, 2025, management believes that it is more likely than not that the deferred tax assets will not be realized, such that a full valuation allowance has been recorded.

During the years ended December 31, 2025 and 2024, the valuation allowance increased by $5.4 million and $6.4 million, respectively.

As of December 31, 2025, the Company had net operating loss (“NOL”) carryforwards for federal income tax purposes of $39.2 million and federal research and development credits of $8.2 million which begin expiring in 2028.

As of December 31, 2025, the Company had net operating loss carryforwards for state income tax purposes of $16.3 million which begin expiring in 2034 and state research and development credits of $9.2 million which begin expiring in 2026.

The Company has not recorded a provision for deferred U.S. tax expense that could result from the remittance of foreign undistributed earnings since the Company intends to reinvest the earnings in its foreign subsidiaries indefinitely.

The following table summarizes the activity related to the Company's gross unrecognized tax benefits:

The Company records unrecognized tax benefits, where appropriate, for all uncertain income tax positions. The Company recorded unrecognized tax benefits for uncertain tax positions of approximately $8.7 million as of December 31, 2025, of which $1.4 million, if recognized, would impact the effective tax rate.

The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. During the years ended December 31, 2025 and 2024, interest and penalties recorded in the consolidated statements of loss were each $22 thousand. The amounts of accrued interest and penalties recorded on the consolidated balance sheets as of December 31, 2025 and 2024 were $111 thousand and $99 thousand, respectively. The Company does not believe there will be material changes in its unrecognized tax positions over the next twelve months.

The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions and certain foreign jurisdictions. The Company is not currently under audit by the Internal Revenue Service or other similar state, local, and foreign authorities. All tax years remain open to examination by major taxing jurisdictions to which the Company is subject for a period of 3 years for federal and 4 years for states, after the utilization of NOLs and credits.

The Company is not currently under audit for U.S. federal income tax or in any state tax jurisdiction. The statute of limitation for the U.S. federal income tax return is 3 years, and for most states is 5 years. The Company is also not under audit in any foreign jurisdiction. The statue of limitations for the foreign locations range from 3 years (China and France), to 10 years (Vietnam).

15. Segment Reporting and Geographical Concentration

The Company manages its operations through an evaluation of a consolidated business segment that solves semiconductor design challenges by offering affordable and competitive TCAD software, EDA software and SIP to support engineers and researchers across the globe. The chief operating decision maker (‘CODM”), who is the Company’s Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company’s operations constitute a single operating segment andone reportable segment.

The following table presents a summary of revenue, payroll expenses, which the CODM reviews in assessing Company performance and deciding how to allocate resources, and total other expenses as a reconciliation to consolidated net loss:

Revenue is attributed to geography based upon the country in which the software license is used, or maintenance and services are delivered. The Company's single reportable segment recorded customer revenue from the following geographical areas:

Property and equipment, net are attributed to geography based on the country where the assets are located. The following table presents a summary of property and equipment by region:

16. Commitments and Contingencies

Warranties

The Company typically provides its customers a warranty on its software licenses for a period of no more than 90 days and on its other tools for a period of no more thanone year. Such warranties are accounted for in accordance with the authoritative guidance issued by the FASB on contingencies. For the years ended December 31, 2025 and 2024, the Company has not incurred any costs related to warranty obligations.

Indemnification

Under the terms of substantially all of its license agreements, the Company has agreed to indemnify its customers for costs and damages arising from claims against such customers based on, among other things, allegations that the Company’s software infringes the intellectual property rights of a third party. In most cases, in the event of an infringement claim, the Company retains the right to (i) procure for the customer the right to continue using the software; (ii) replace or modify the software to eliminate the infringement while providing substantially equivalent functionality; or (iii) if neither (i) nor (ii) can be reasonably achieved, the Company may terminate the license agreement and refund to the customer a pro-rata portion of the license fee paid to the Company. Such indemnification provisions are accounted for in accordance with the authoritative guidance issued by the FASB on guarantees. From time to time, in the ordinary course of business, the Company receives claims for indemnification.

Guarantees

In February of 2012, Gu-Guide LP, Bank of the West and the Company, as guarantor, entered into a loan agreement, which was secured by a 9,000 square foot building located in Santa Clara, California. In the event that the proceeds from the foreclosure of the collateral was insufficient to repay the outstanding amounts under the Loan, the Company guaranteed the repayment of the Loan. The Loan was repaid in full and the Company was released from the guarantee in July of 2024.

In December 2020, the Company sought declaratory relief in the California Superior Court to clarify its obligations regarding the earnout payments due to the former stockholders of Nangate following its acquisition by the Company in 2018. The former stockholders of Nangate and a third cross-complainant (collectively, “the Nangate Parties”) subsequently filed a cross-complaint against the Company and two of its principal stockholders and members of the board of directors (“the Co-Defendants”) seeking $20.0 million in damages for breach of contract, fraud, and unfair business practices, as well as punitive damages.

On July 23, 2024, a jury awarded the Nangate Parties $11.3 million in damages under breach of contract related claims, including breach of contract and breach of the covenant of good faith and fair dealing, and court and litigation related costs and expenses to be determined by the court (the “Contract Damages”). As a result, during the year ended December 31, 2024, the Company recorded a litigation settlement expense of $13.1 million for the Contract Damages awarded to the Nangate Parties.

The jury also found the Company and the Co-Defendants liable for certain of the misrepresentation claims and awarded the Nangate Parties $6.6 million in compensatory damages, for which the Company and the Co-Defendants were jointly and severally liable. Incremental punitive damages relating to these claims, including $17.0 million payable by the Company and a total of $16.0 million to be paid by the Co-Defendants, were awarded following a hearing on August 16, 2024 (collectively, the “Fraud Damages”). Under California law, the Nangate Parties were entitled to elect either the Contract Damages or the Fraud Damages but could not receive both.

In May 2025, the parties entered into the Settlement Agreement pursuant to which the Company and the Co-Defendants agreed to pay the Nangate Parties’ an aggregate amount of $32.5 million in full resolution of all claims, and in September 2025, the U.S. Court of Appeals for the Ninth Circuit reversed the fraud and breach of contract verdicts, and the parties dismissed all claims. In connection with the litigation, the Company recorded litigation settlement expense of $13.1 million and $11.3 million during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company’s remaining liability under the Settlement Agreement was $8.3 million, which is included in accrued expenses and other current liabilities on the consolidated balance sheet. The remaining liability of $8.3 million has been paid in February 2026. Refer to Note 10, Related Parties for additional information.

As of December 31, 2025, the Company held restricted cash of $8.3 million to secure an irrevocable standby letter of credit issued in connection the Settlement Agreement. Refer to Note 2, Summary of Significant Accounting and Reporting Policies for additional information.

On August 19, 2021, Aldini AG (“Aldini”) sued Silvaco, Inc., the Company’s French affiliate, a member of the Company’s board of directors and the Company’s CEO, among numerous other noncompany defendants, including the Government of France, in connection with the Company’s interactions with Dolphin Design SAS (“Dolphin”). Aldini’s allegations center around the bankruptcy and reorganization of Dolphin in 2018 and Silvaco, Inc.’s acquisition of certain memory assets of Dolphin, which Aldini alleges was done in violation of its rights as a shareholder of Dolphin. Aldini’s First Amended Complaint asserts various tort claims including claims for trade secret theft, conspiracy, and intentional interference with a prospective economic advantage. Silvaco, Inc. filed a motion to dismiss; the trade secret theft and conspiracy claims were dismissed with prejudice and the intentional tort claims were dismissed with leave to amend. On August 23, 2022, Aldini filed a Second Amended Complaint that included similar claims of trade secret theft, conspiracy, and intentional interference with a prospective economic advantage in relation to Silvaco, Inc.’s acquisition of certain assets of Dolphin. Aldini seeks $703.0 million and punitive damages. On March 17, 2023, the Second Amended Complaint was dismissed on all counts, subject to a right of appeal. Aldini filed a notice of appeal on April 27, 2023 and arguments were scheduled for November 22, 2024. On December 19, 2024, the U.S. Court of Appeals for the Ninth Circuit affirmed the dismissal of all claims brought against the Company by Aldini AG. The Company accordingly has not recorded a charge for this contingency.

The Company is subject to export control and import laws and regulations of the United States and other applicable jurisdictions, including the Export Administration Regulations. Between August 2019 and June 2022, the Company filed voluntary self-disclosures with U.S. Department of Commerce, Bureau of Industry and Security (“BIS”) regarding potential violations of U.S. export control laws and regulations, specifically, the export of the Company’s licenses to certain parties designated on BIS’s Entity List and Unverified List, and the export of certain software modules without a license which was required at the time of the transaction. Such software modules were declassified by BIS in October 2020 to a lesser controlled export classification, meaning that such software generally no longer requires an export license. In April 2025, BIS issued a warning letter in response to the voluntary self-disclosures instead of pursuing criminal or administrative penalties or taking other enforcement action. However, as is common in these instances, BIS reserved the right to take future enforcement action should additional information warrant renewed attention.

The Company is party to various litigation matters and claims arising from time-to-time in the ordinary course of business. While the results of such matters cannot be predicted with certainty, unless disclosed above, the Company believes that the final outcome of such matters will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. However, each of these matters is subject to various uncertainties and it is possible that an unfavorable resolution of one or more of these proceedings could materially affect the Company.

17. Defined Contribution Plan

The Company maintains a defined contribution or 401(k) Plan for its qualified U.S. employees. Participants may contribute a percentage of their compensation on a pre-tax basis, subject to a maximum annual contribution imposed by the Internal Revenue Code. During the years ended December 31, 2025 and 2024, the Company contributed $0.8 million and $1.0 million, respectively, to the 401(k) Plan. In connection with the 401(k) Plan, the Company recorded expense of $0.8 million and $0.6 million during the years ended December 31, 2025 and 2024, respectively.

18. Fair Value of Financial Instruments

Financial instruments measured at fair value on a recurring basis

The following tables present the Company's financial assets and liabilities that are measured at estimated fair value on a recurring basis:

The Company's level 1 financial assets were valued using quoted prices in active markets for identical assets. The Company’s level 2 financial assets were determined based on third-party inputs which are either directly or indirectly observable, such as reported trades and broker or dealer quotes. The Company's marketable securities have an amortized cost that approximates fair value.

Pursuant to the Company’s stock purchase agreements for the acquisition of Nangate in March of 2018, PolytEDA Cloud LLC (“PolytEDA”) in January of 2021, and Tech-X in April 2025, the selling shareholders are entitled to additional milestone and earn out consideration based on operating income generated by the business and technical achievements. The milestone consideration and earn-out liabilities are classified as contingent consideration as the obligations are due in cash. As such the obligations are recorded at their fair value and re-valued period to period with any changes recorded tointerest income and other income (expense), net in the consolidated statements of loss.

The Company's contingent consideration is valued using a discounted cash flow model, and the assumptions used in preparing the discounted cash flow model include estimates for interest rates and the amount of cash flows, in addition to the expected net revenue, operating income and technical achievement of the acquired technology.

The following is a reconciliation of changes in the liability related to contingent consideration:

19. Subsequent Events

In February 2026, the Company amended the stock purchase agreement with Tech-X to change the form of payment of the contingent consideration and post-closing net working capital adjustments payable to Tech-X to be payable in shares of the Company’s common stock. The Company issued 167,281 shares of its common stock in February 2026 to a shareholder of Tech-X to settle obligations due of $640,685. In addition, the period over which the contingent consideration can be earned was extended to July 2027.