News & Events

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) As previously reported in a Form 8-K filed with the Securities and Exchange Commission on November 17, 2025 (the “Original Filing”) by Cadence Design Systems, Inc. (“Cadence”), the Board of Directors (the “Board”) of Cadence appointed Dr. Luc Van den hove as a director of Cadence, effective January 1, 2026. At the time of the Original Filing, t…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Amendment of the Omnibus Equity Incentive Plan As described in

Results of Operations and Financial Condition. On April 27, 2026 Cadence Design Systems, Inc. (“Cadence”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter ended March 31, 2026 is attached hereto as Exhibit 99.02, and the press release and the commentary are incor…

Unregistered Sales of Equity Securities. As previously reported, on September 4, 2025, Cadence Design Systems, Inc., a Delaware corporation (“Cadence”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Hexagon Smart Solutions AB, a Swedish private limited liability company (“Seller”), to acquire Seller’s design and engineering business (the “Acquisition”). In connection with the consummation of the Acquisition on February 23, 2026, Cadence issued 3,224,473 shares of C…

Results of Operations and Financial Condition. On February 17, 2026 Cadence Design Systems, Inc. (“Cadence”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter and fiscal year ended December 31, 2025 is attached hereto as Exhibit 99.02, and the p…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On November 17, 2025, the Board of Directors (the “Board”) of Cadence Design Systems, Inc. (“Cadence”) appointed Dr. Luc Van den hove as a director of Cadence effective January 1, 2026. The Board has not yet determined Dr. Van den hove’s committee assignment. Upon the effectiveness of Dr. Van den hove’s appointment to the Board, Dr. Van den hov…

Results of Operations and Financial Condition. On October 27, 2025 Cadence Design Systems, Inc. (“Cadence”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter ended September 30, 2025 is attached hereto as Exhibit 99.02, and the press release and the commentary…

Entry into a Material Definitive Agreement. On September 4, 2025, Cadence Design Systems, Inc., a Delaware corporation (“Cadence”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Hexagon Smart Solutions AB, a Swedish private limited liability company (“Seller”), to acquire Seller’s design and engineering business (the “Acquisition”). Pursuant to the Purchase Agreement, upon consummation of the Acquisition (“Closing”), Cadence will pay to Seller aggregate considerati…

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws, including statements regarding the Purchase Agreement, the proposed Acquisition, the anticipated transaction timeline and Closing, funding of the cash consideration for the Acquisition and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will” and words of similar import and the negatives thereof. Forward-l…

Entry into a Material Definitive Agreement. As previously disclosed, Cadence Design Systems, Inc. (“Cadence”) has been responding to subpoenas received from the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce in February 2021 and the U.S. Department of Justice (the “DOJ”) in November 2023. In December 2024, Cadence began discussions with BIS and the DOJ regarding their preliminary findings and a potential resolution. In June 2025, Cadence, BIS and the DOJ started ma…

Results of Operations and Financial Condition. On July 28, 2025 Cadence Design Systems, Inc. (“Cadence”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter ended June 30, 2025 is attached hereto as Exhibit 99.02, and the press release and the commentary are incorpor…

Other Events. As previously reported, on May 23, 2025, the Bureau of Industry and Security (“BIS”), U.S. Department of Commerce, informed Cadence Design Systems, Inc. (“Cadence”) that a license was required for the export, re-export or in-country transfer of electronic design automation software and technology classified under Export Control Classification Numbers (ECCNs) 3D991 and 3E991 on the Commerce Control List (the “EDA Software and Technology”), when a party to the transaction is locat…

Other Events. On May 23, 2025, the Bureau of Industry and Security (“BIS”), U.S. Department of Commerce, informed Cadence Design Systems, Inc. (“Cadence” or “we”) that a license is now required for the export, re-export or in-country transfer of electronic design automation software and technology classified under Export Control Classification Numbers (ECCNs) 3D991 and 3E991 on the Commerce Control List, when a party to the transaction is located in China or is a Chinese “military end user” w…

Other Events. On May 8, 2025, the board of directors of Cadence approved the repurchase of up to an additional $1.5 billion of the Company’s common stock under its existing share repurchase program. The Company may repurchase shares from time to time through open market purchases, in privately negotiated transactions or by other means, including accelerated share repurchase transactions or other structured repurchase transactions, block trades or pursuant to trading plans intended to comply w…

Results of Operations and Financial Condition. On April 28, 2025 Cadence Design Systems, Inc. (“Cadence”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter ended March 31, 2025 is attached hereto as Exhibit 99.02, and the press release and the commentary are incor…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) As previously reported in a Form 8-K filed with the Securities and Exchange Commission on December 12, 2024 (the “Original Filing”) by Cadence Design Systems, Inc. (“Cadence”), the Board of Directors (the “Board”) of Cadence appointed Moshe Gavrielov as a director of Cadence, effective January 1, 2025. At the time of the Original Filing, the Bo…

Results of Operations and Financial Condition. On February 18, 2025, Cadence furnished the Original Form 8-K and announced its financial results for its fourth quarter and fiscal year ended December 31, 2024. This Current Report on Form 8-K/A (the “Amended 8-K”) amends the Original Form 8-K solely for the purpose of correcting a clerical error with respect to Cadence’s guidance for the first quarter of 2025 of (i) GAAP operating margin and (ii) non-GAAP operating margin included on page 3 of…

Results of Operations and Financial Condition. On February 18, 2025 Cadence Design Systems, Inc. (“Cadence”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter and fiscal year ended December 31, 2024 is attached hereto as Exhibit 99.02, and the p…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On December 12, 2024, the Board of Directors (the “Board”) of Cadence Design Systems, Inc. (“Cadence”) appointed Moshe Gavrielov as a director of Cadence, effective January 1, 2025. The Board has not yet determined Mr. Gavrielov’s committee assignments. Upon the effectiveness of Mr. Gavrielov’s appointment to the Board, Mr. Gavrielov will be gr…

Results of Operations and Financial Condition. On October 28, 2024, Cadence Design Systems, Inc. ("Cadence") issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter ended September 30, 2024 is attached hereto as Exhibit 99.02, and the press release and the commentar…

Termination of a Material Definitive Agreement. On September 10, 2024, the Company (i) used a portion of the net proceeds from the offering of the Notes to prepay in full the indebtedness outstanding under (a) the Company’s loan agreement, dated September 7, 2022, as amended, with Bank of America, N.A., as a lender and administrative agent, and other lenders party thereto and (b) the Company’s loan agreement, dated May 30, 2024, as amended, with Bank of America, N.A., as a lender and administ…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. On September 10, 2024 (the “Closing Date”), Cadence Design Systems, Inc. (the “Company”) closed its previously announced public offering of $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of its 4.200% Senior Notes due 2027 (the “2027 Notes”), $1.0 billion aggregate principal amount of its 4.300% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of it…

Entry into a Material Definitive Agreement. On September 4, 2024, Cadence Design Systems, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the public offering by the Company of $2.5 billion aggregate principal amount of senior notes, consisting of $500 millio…

Termination of a Material Definitive Agreement. Concurrently with entering into the Credit Agreement, on August 14, 2024, the Company terminated all remaining commitments of the lenders under the Existing Credit Agreement. There were no outstanding borrowings under the Existing Credit Agreement at the time of termination.