UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event ~~Reported~~reported): February ~~January 21~~9, 2026

PERASO INC. ~~(Exact Name of Registrant as Specified in Charter)~~

~~000-32929~~(Exact name of registrant as specified in its charter)

(Commission File Number)

Delaware		000-32929		77-0291941
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Delaware		77-0291941
2033 Gateway Place, Suite 500 San Jose, CA		95110
(State or Other Jurisdiction of Incorporation)		(I.R.S. Employer Identification Number)
(Address of principal executive offices)		(Zip Code)

~~2033 Gateway~~Registrant’s ~~Pl.~~telephone number, ~~Suite~~including area ~~500~~code: (408) 418-7500

~~San Jose~~N/A (Former name or former address, CAif ~~95110~~changed since last report)

(Address of principal executive offices, with zip code)

(408) 418-7500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		PRSO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 5.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~As previously~~Stock ~~disclosed,~~Option onAwards October 30, 2025, Peraso Inc. (the “Company”) entered into a mutual confidentiality agreement with Mobix Labs, Inc. (“Mobix Labs”) in connection with a potential strategic transaction. The Company is filing this Current Report on Form 8-K to ~~disclose~~Named ~~that~~Executive the Company and Mobix Labs continue to engage in discussions regarding a potential strategic transaction and are conducting customary, confidential diligence. Mobix Labs has delivered to the Company a non-binding indication of interest contemplating a potential all-stock transaction at a premium to the Company’s trading price, subject to further diligence, negotiation, and the execution of definitive documentation. No agreement has been reached regarding transaction structure, consideration, timing, or other material terms.Officers

~~Cautionary~~On February 9, 2026, the compensation committee ~~Note~~of ~~Regarding~~the ~~Forward-Looking~~board ~~Statements~~of directors of Peraso Inc. (the “Company”) awarded 60,000 stock options to each of Ronald Glibbery, the Company’s Chief Executive Officer, James Sullivan, the Company’s Chief Financial Officer, and Bradley Lynch, the Company’s Chief Operating Officer. The stock options have an exercise price of $0.87 per share and vest in equal monthly installments over 36 months beginning on the one month anniversary of the grant date, subject to continued service on each vesting date. The stock options expire on February 9, 2036. The stock options were awarded pursuant to the Company’s Amended and Restated 2019 Stock Incentive Plan, as amended.

~~This Current~~The ~~Report~~foregoing ondescription ~~Form~~of ~~8-K~~the ~~contains~~stock ~~forward-looking~~option awards ~~statements,~~does ~~including, but~~ not ~~limited~~purport to, ~~statements~~be ~~regarding:~~complete ~~the possibility, structure, timing,~~ and ~~terms~~is ofqualified ~~any~~in ~~potential~~its ~~transaction~~entirety ~~between~~by ~~the~~reference ~~Company~~to ~~and Mobix Labs;~~ the ~~likelihood~~full text of ~~entering into a definitive agreement;~~ the ~~anticipated~~form ~~process, diligence, and next steps; the strategic rationale and objectives~~ of ~~any~~Notice ~~potential combination; any expected benefits, synergies, market opportunities, or value creation resulting from a potential transaction; and any non-binding indication~~ of ~~interest.~~Grant The words “intend,” “may,” “should,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of ~~these terms or other comparable terminology are intended to identify forward-looking statements, although not all~~ ~~forward-looking~~Stock ~~statements~~Option ~~contain~~Award ~~these identifying words. The Company’s actual results~~ and ~~the timing of events could differ materially from those contemplated~~Agreement, ~~expressed~~which oris ~~implied~~attached byhereto ~~the~~as ~~forward-looking~~Exhibit ~~statements~~4. ~~For information about the factors that could cause such differences~~1, ~~please refer to the Company’s filings with the Securities~~ and ~~Exchange~~is ~~Commission.~~incorporated ~~Given~~herein these uncertainties, you should not place undue reliance on these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by ~~law~~reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Notice of Grant of Stock Option Award and Agreement pursuant to the Peraso Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 4.10 to the Company’s Form S-8, filed with the SEC on November 13, 2019).
104		The cover page of this Current Report on Form 8-K formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERASO INC.
Date: January 21, 2026	By:	/s/ James Sullivan
Date: February 13, 2026	By:	/s/ James Sullivan
		James Sullivan
		James Sullivan Chief Financial Officer
		Chief Financial Officer

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