# Cadence Design Systems (CDNS) - Recent Events ## Filings that contain financial statements Cadence is a domestic filer; its earnings releases (Exhibit 99.01 to Form 8-K Item 2.02) carry condensed income statements, balance sheets and non-GAAP reconciliations. Reader guidance for tracing numbers: - Form 8-K filed 2026-10-26, accession 0000813672-26-000116: third quarter 2026 (three and nine months ended September 30, 2026). Balance sheet at September 30, 2026 and December 31, 2025, income statements, and GAAP to non-GAAP reconciliations. - Form 8-K filed 2026-07-27, accession 0000813672-26-000089: second quarter 2026 (quarter and six months ended June 30, 2026) results tables. - Form 8-K filed 2026-04-27, accession 0000813672-26-000044: first quarter 2026 (quarter ended March 31, 2026) results tables. - Form 8-K filed 2026-02-17, accession 0000813672-26-000013: fourth quarter and fiscal year 2025 (year ended December 31, 2025) results tables. - Form 8-K filed 2025-10-27, accession 0000813672-25-000144: third quarter 2025 (comparative period). - Form 8-K filed 2025-07-28, accession 0000813672-25-000108: second quarter 2025 (comparative period). Each earnings 8-K also furnishes a CFO commentary as Exhibit 99.02. ## Earnings and guidance - **2026-10-26 (Q3 2026), 0000813672-26-000116.** Revenue $1.633 billion versus $1.339 billion in Q3 2025. GAAP operating margin 26.2% (31.8% a year earlier); non-GAAP operating margin 44.1% (47.6%). GAAP diluted EPS $1.05 (flat year over year); non-GAAP diluted EPS $2.11 (from $1.93). Backlog $8.2 billion, a record; revenue expected within 12 months from remaining performance obligations $4.2 billion. Full-year 2026 guidance raised: revenue $6.387 billion to $6.417 billion, GAAP operating margin 28.2% to 29.2%, non-GAAP operating margin 44.2% to 45.2%, GAAP EPS $4.84 to $4.90, non-GAAP EPS $8.37 to $8.43. The release states the revenue growth outlook is about 21% at the midpoint. The Q3 reconciliation shows amortization of acquired intangibles of $79.9 million (from $26.0 million) and restructuring of $42.2 million. - **2026-07-27 (Q2 2026), 0000813672-26-000089.** Revenue $1.584 billion versus $1.275 billion; GAAP EPS $1.33 versus $0.59 (Q2 2025 carried the export-settlement charge); non-GAAP EPS $2.11 versus $1.65; backlog $8.1 billion. Full-year revenue outlook raised to $6.26 billion to $6.34 billion (about 19% growth), non-GAAP EPS to $8.10 at the midpoint, operating cash flow to $2 billion at the midpoint. - **2026-04-27 (Q1 2026), 0000813672-26-000044.** Revenue $1.474 billion versus $1.242 billion; GAAP EPS $1.23 versus $1.00; non-GAAP EPS $1.96 versus $1.57; backlog $8.0 billion. Full-year revenue outlook raised to a range of $6.125 billion to $6.225 billion (about 17% growth). - **2026-02-17 (Q4 and fiscal 2025), 0000813672-26-000013.** Q4 revenue $1.440 billion versus $1.356 billion. Fiscal 2025 revenue $5.297 billion versus $4.641 billion; GAAP operating margin 28.2%; non-GAAP operating margin 44.6%; GAAP EPS $4.06; non-GAAP EPS $7.14. Year-end backlog $7.8 billion. - **2025-10-27 (Q3 2025), 0000813672-25-000144.** Revenue $1.339 billion versus $1.215 billion; GAAP EPS $1.05; non-GAAP EPS $1.93; backlog $7.0 billion; 2025 revenue outlook raised to about 14% growth. - **2025-07-28 (Q2 2025), 0000813672-25-000108.** Revenue $1.275 billion versus $1.061 billion; GAAP EPS $0.59 including a one-time charge for the $140.6 million DOJ and BIS settlements; non-GAAP EPS $1.65; backlog $6.4 billion. 2025 revenue outlook raised to 13% growth. ## M&A - **Hexagon design and engineering business: signed 2025-09-04, closed 2026-02-23.** - Signing (Form 8-K 0000813672-25-000126): Equity Purchase Agreement with Hexagon Smart Solutions AB at an enterprise value of EUR 2.70 billion, about EUR 1.89 billion in cash and about EUR 810 million in newly issued Cadence shares. Reverse termination fee of up to EUR 175 million if regulatory approvals fail. Closing was expected in the first quarter of 2026. - Closing: Form 8-K 0000813672-26-000019 reports that in connection with consummation of the acquisition on February 23, 2026, Cadence issued 3,224,473 shares of common stock to the seller. The Form 10-Q for the quarter ended September 30, 2026 (0000813672-26-000121) states Cadence "acquired all of the outstanding equity" of the business, with consideration net of $154.6 million cash acquired of approximately $3.0 billion: $2.2 billion cash plus 3.2 million shares valued at $902.2 million. Purchase price allocation is still preliminary at September 30, 2026. The acquisition expands the System Design and Analysis portfolio. - **Other 2026 acquisitions.** The same 10-Q reports three other completed business combinations in the first three quarters of 2026 for aggregate cash consideration of $83.8 million, net of cash acquired. No separate 8-K covered them. ## Capital actions - **2026-10-23 board action, reported 2026-10-26 (0000813672-26-000116).** Board approved an additional $2.5 billion for the share repurchase program. The release states $400 million was used for repurchases in Q3 2026; the 10-Q states $601.6 million of authorization remained at September 30, 2026, before the new $2.5 billion. - **2025-05-08 (Form 8-K 0000813672-25-000061).** Board approved up to an additional $1.5 billion of repurchases. - **Debt.** The 10-Q (0000813672-26-000121) shows $150.0 million outstanding on the $1.25 billion revolving credit facility at September 30, 2026 (nine-month borrowings $875 million, repayments $725 million), and the $500 million 4.200% Senior Notes due September 2027 classified as current. No debt issuance 8-K was filed in the period; the financing of the cash portion of the Hexagon deal was described in the signing 8-K as cash on hand and existing debt facilities. ## Legal and regulatory - **Export-control settlement, 2025-07-27 (Form 8-K 0000813672-25-000109).** Cadence reached settlements with the Bureau of Industry and Security and the Department of Justice covering export violations from 2015 to 2021, involving sales of $45.3 million to a customer in China. Cadence agreed to plead guilty to one count of conspiracy to commit export controls violations (three-year probation, subject to court approval) and entered an administrative settlement with BIS. Aggregate net penalties and forfeitures of $140.6 million were due in the quarter ending September 30, 2025; the 10-Q confirms they were paid in that quarter and that a $128.5 million charge was recorded in the nine months ended September 30, 2025. - **China EDA license requirement, 2025-05-23 (Form 8-K filed 2025-05-29, 0000813672-25-000079), rescinded 2025-07-02 (Form 8-K filed 2025-07-03, 0000813672-25-000093).** BIS required licenses for certain EDA software exports to parties in China or Chinese military end users; BIS rescinded the requirement effective immediately on July 2, 2025, and Cadence began restoring customer access. ## Board and management - **2025-11-17 (0000813672-25-000157):** Dr. Luc Van den hove, then president and chief executive officer of imec (chair of imec's board from April 1, 2026), appointed a director effective January 1, 2026. Amended filing 0000813672-26-000066 (filed 2026-05-12) reports he joined the Compensation Committee on May 7, 2026. - **2026-05-07 annual meeting (Form 8-K 0000813672-26-000067):** eleven directors elected; stockholders approved an amendment to the Omnibus Equity Incentive Plan adding 5,000,000 shares and removing its fixed term. - **2025-05-08 annual meeting (0000813672-25-000061):** ten directors elected. ## Other - **2025-09-04 (0000813672-25-000126)** also covers the unregistered share issuance for the Hexagon consideration under Item 3.02. - Nothing in the 8-K record to date reports a new pending acquisition or a guidance cut.