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): ~~September~~October 427, 2025

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-15867

00-0000000

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

2655 Seely Avenue, San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

(408) 943-1234

(Registrant’s telephone number, including area code)

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, $0.01 par value per share

CDNS

Nasdaq Global Select Market

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

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 1 2.0102. Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~September~~October 427, 2025, Cadence Design Systems, Inc., ~~a Delaware corporation~~ (“Cadence”), ~~entered~~issued ~~into~~a anpress ~~Equity~~release ~~Purchase~~announcing ~~Agreement~~its ~~(the~~financial ~~“Purchase~~results ~~Agreement”)~~for ~~with~~the ~~Hexagon~~quarter ~~Smart~~ended ~~Solutions~~September AB30, ~~a Swedish private limited liability company (“Seller”), to acquire Seller’s design and engineering business (the “Acquisition”)~~2025.

~~Pursuant~~A tocopy ~~the Purchase Agreement, upon consummation~~ of the ~~Acquisition~~press ~~(“Closing”),~~release ~~Cadence~~is ~~will~~attached ~~pay~~hereto toas ~~Seller~~Exhibit ~~aggregate consideration based on an enterprise value of €2~~99.7001 ~~billion~~and (the “Purchase Price”). Approximately €1.89 billion of the Purchase Price will be paid in the form of cash consideration, subject to customary purchase price adjustments in accordance with the Purchase Agreement. Cadence intends to fund the cash consideration through a ~~combination~~copy of ~~cash on hand and borrowings under existing debt facilities. Approximately €810 million of~~ the ~~Purchase~~commentary ~~Price~~by ~~will be paid in~~ the ~~form~~Chief ofFinancial ~~newly~~Officer ~~issued shares~~ of Cadence’s ~~common~~regarding ~~stock, par value $0.01 per share (“~~Cadence's ~~Stock”).~~financial ~~The~~results ~~number~~for ofthe ~~shares~~quarter ofended ~~Cadence~~September ~~Stock to be issued (such shares~~30, ~~the~~2025 ~~“Stock~~is ~~Consideration”)~~attached ~~will~~hereto ~~be determined using a per share value calculated~~ as ~~the~~Exhibit ~~average~~99.02, ofand the ~~daily~~press ~~volume~~release ~~weighted average sale price per share (converted to the daily Euro spot rate) of Cadence Stock on Nasdaq for each of the 20 consecutive trading days ending on~~ and ~~including~~ the ~~third~~commentary ~~trading~~are ~~day~~incorporated ~~immediately~~herein ~~prior~~by ~~to the date of Closing~~reference.

~~Cadence~~The ~~intends~~information tocontained ~~issue~~in ~~the~~this ~~Stock~~Current ~~Consideration~~Report inshall ~~reliance~~not ~~upon~~be ~~the~~deemed ~~exemption~~“filed” ~~from~~for ~~registration~~purposes ~~afforded~~of by Section ~~4(a)(2)~~18 of the Securities Exchange Act of ~~1933~~1934, as amended (the “~~Securities~~Exchange Act”), ~~and/~~or ~~Regulation~~incorporated Sby ~~promulgated~~reference in any filing under the Securities Act. ~~Cadence~~of ~~has~~1933, ~~also~~as ~~agreed~~amended, toor ~~file~~the aExchange ~~registration~~Act, ~~statement~~except onas ~~Form~~shall ~~S-3~~be ~~promptly~~expressly ~~following~~set ~~Closing~~forth ~~covering~~by ~~the~~specific ~~resale~~reference ofin ~~the~~such ~~Stock~~a ~~Consideration by Seller~~filing.

~~The~~Item ~~Purchase Agreement contains representations and warranties, covenants, closing conditions and indemnities customary for acquisitions of this nature~~9.01 ~~The~~Financial ~~Acquisition~~Statements ~~includes substantially all of the subsidiaries~~ and ~~related assets comprising Seller’s design and engineering business~~Exhibits. Among other conditions, Closing is conditioned on the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other required approvals under antitrust and foreign direct investment laws of certain other jurisdictions. Closing is expected to occur in the first quarter of 2026.

The Purchase Agreement also provides for customary termination rights for the parties, including the right to terminate the Purchase Agreement due to the failure to obtain required regulatory approvals on or prior to September 4, 2026 (~~subject to two three-month extensions, at Cadence’s election, until March 4, 2027, the “Outside Date”~~d) or if a governmental authority has issued a final and non-appealable order or injunction prohibiting Closing. Under the Purchase Agreement, Cadence will be required to pay a reverse termination fee of up to €175 million (the “Reverse Termination Fee”) if the Purchase Agreement is terminated due to the failure to obtain required regulatory approvals on or prior to the Outside Date or following an injunction arising from certain antitrust or foreign investment laws.Exhibits

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which will be filed as an exhibit to Cadence’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.


Exhibit No.						Description

99.01						Press Release issued by Cadence Design Systems, Inc. on October 27 , 2025.

99.02						CFO Commentary on Results of Quarter Ended September 30, 2025.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

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-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement or payment of the Reverse Termination Fee; failure by Cadence or Seller to satisfy any closing conditions of the Acquisition, including failure to obtain required regulatory approvals, in a timely manner or at all; failure to successfully integrate the business; changes in or failure to comply with legislation or government regulations or other legal requirements that could adversely affect the Acquisition or its parties; and macroeconomic and geopolitical conditions that could adversely affect the Acquisition or its parties.

For a detailed discussion of these and other cautionary statements related to Cadence’s business, please refer to Cadence’s filings with the Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q and its other filings with the SEC, including future filings.

All forward-looking statements in this Current Report on Form 8-K are based on management’s expectations as of the date hereof and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

SIGNATURES

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.

Dated: ~~September~~October 427, 2025


CADENCE DESIGN SYSTEMS, INC.

By:						/s/ John M. Wall
						John M. Wall
						Senior Vice President and Chief Financial Officer

Filing Compare · CADENCE DESIGN SYSTEMS INC