UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO~~

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~November~~February 1723, ~~2025~~2026

CADENCE DESIGN SYSTEMS, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~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 53.02. ~~Departure~~Unregistered ofSales ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Securities.

~~(d) On~~As ~~November~~previously 17reported, ~~2025,~~on ~~the~~September ~~Board~~4, of2025, ~~Directors (the “Board”) of~~ Cadence Design Systems, Inc., ~~(“Cadence”) appointed Dr. Luc Van den hove as~~ a ~~director~~Delaware ofcorporation (“Cadence ~~effective January 1~~”), ~~2026. The~~entered ~~Board~~into ~~has~~an ~~not~~Equity ~~yet~~Purchase ~~determined~~Agreement ~~Dr. Van den hove’s committee assignment. Upon~~ (the ~~effectiveness~~“Purchase ofAgreement”) ~~Dr.~~with ~~Van~~Hexagon ~~den~~Smart ~~hove’s~~Solutions ~~appointment to the Board~~AB, ~~Dr. Van den hove will be granted equity under Cadence’s 1995 Directors Stock Incentive Plan with~~ a ~~grant~~Swedish ~~date~~private ~~fair~~limited ~~value~~liability ofcompany ~~$82~~(“Seller”),~~849,~~ ~~rounded~~ to ~~the~~acquire ~~nearest whole share, subject to approval by the Compensation Committee of the Board. The equity award will fully vest, subject to Dr. Van den hove~~Seller’s ~~continued~~design ~~service on the Board, on the earlier of May 8, 2026~~ and ~~the~~engineering ~~date~~business ~~of Cadence’s annual meeting of stockholders in 2026, aligned with~~ (the ~~vesting of annual incentive stock awards granted to Cadence’s other non-employee Board members in May 2025~~“Acquisition”). Dr. Van den hove’s cash compensation will be generally consistent with Cadence’s compensation of its other non-employee Board members in effect from time to time and as described in Cadence’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2025. Dr. Van den hove will also enter into Cadence’s standard form of indemnification agreement.

~~Dr.~~In ~~Van~~connection ~~den hove has been~~ with ~~imec,~~the aconsummation ~~world-leading~~of ~~non-for-profit~~the ~~research~~Acquisition ~~and~~on ~~innovation~~February ~~hub in nanoelectronics and digital technologies~~23, since its founding in 1984 and has served as its president and chief executive officer since 2009. Dr. Van den hove will continue to serve as president and chief executive officer of imec through March 312026, ~~2026.~~Cadence Onissued ~~April 1~~3, ~~2026~~224,473 ~~Dr.~~shares ~~Van den hove will transition to the role~~ of ~~chair of imec~~Cadence’s ~~board~~common ~~of directors. Prior to becoming president and chief executive officer~~stock, hepar ~~held~~value ~~several~~$0.01 ~~roles~~per atshare ~~imec, including executive vice president and chief operating officer, vice president of~~ (the ~~silicon~~“Stock ~~process and device technology division~~Consideration”), ~~department~~to ~~director~~Seller ofas ~~unit~~partial ~~process~~consideration ~~step~~for ~~R&D, and manager of imec’s micro-patterning group. Dr. Van den hove holds a PhD in electrical engineering from~~ the ~~KU Leuven, Belgium~~Acquisition.

~~Dr.~~Cadence ~~Van~~issued ~~den~~the ~~hove~~Stock ~~also~~Consideration ~~serves~~in asreliance upon the exemption from registration afforded by Section 4(a)(2) ~~director~~of the Securities Act of ~~Proximus~~1933, ~~plc~~as amended (the “Securities Act”), and/or Regulation S promulgated under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Cadence Design Systems, Inc. Press Release dated November 17, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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~~Date: ~~November~~February 1723, ~~2025~~ 2026

CADENCE DESIGN SYSTEMS, INC. By: /s/ ~~Marc~~John ~~Taxay~~M. ~~Marc~~Wall ~~Taxay~~John M. Wall Senior Vice President, ~~General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Financial Officer

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