Cadence Design Systems Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities
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Computer Software: Prepackaged Software
Technology
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): February 23, 2026
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Item 3.02 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 Cadence’s common stock, par value $0.01 per share (the “Stock Consideration”), to Seller as partial consideration for the Acquisition.
Cadence issued the Stock Consideration in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S promulgated under the Securities Act.
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.
Date: February 23, 2026
| CADENCE DESIGN SYSTEMS, INC. | ||||||||
| By: | /s/ John M. Wall | |||||||
| John M. Wall | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||