Which securities law exemptions did Cadence (CDNS) use for this share issuance?

Cadence relied on Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S. These provisions allow certain private placements and offshore offerings to proceed without registering the issued shares for public sale at the time of the transaction.

Cadence (NASDAQ: CDNS) closes Hexagon design unit deal using new stock

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cadence Design Systems, Inc. completed the previously announced acquisition of Hexagon Smart Solutions AB’s design and engineering business. As part of the closing, Cadence issued 3,224,473 shares of its common stock as stock consideration to the seller.

The shares were issued in a private transaction relying on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S, meaning they were not registered for public sale at the time of issuance.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

02/23/2026 - 09:00 AM

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

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 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

Source: View Original Filing on SEC EDGAR

FAQ

What did Cadence Design Systems (CDNS) announce in this 8-K filing?

Cadence Design Systems reported closing its acquisition of Hexagon Smart Solutions AB’s design and engineering business. To help pay for the deal, Cadence issued over 3.2 million shares of common stock as part of the consideration to the seller.

How many Cadence (CDNS) shares were issued for the Hexagon business acquisition?

Cadence issued 3,224,473 shares of common stock as partial consideration for acquiring Hexagon Smart Solutions AB’s design and engineering business. This stock component was part of the overall deal value agreed in the previously disclosed Equity Purchase Agreement.

Was the Cadence (CDNS) stock issued in a registered public offering?

No. Cadence issued the 3,224,473 shares in an unregistered transaction. The company relied on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation S, which cover private and certain offshore offerings.

Who received the new Cadence (CDNS) shares issued in connection with the acquisition?

The newly issued 3,224,473 Cadence shares were delivered to Hexagon Smart Solutions AB. That Swedish private limited liability company was the seller of the design and engineering business that Cadence acquired under the Equity Purchase Agreement.

What type of transaction triggered this Cadence (CDNS) 8-K under Item 3.02?

The 8-K was triggered by an unregistered sale of equity securities. Cadence issued 3,224,473 shares of common stock as stock consideration in connection with closing its acquisition of Hexagon Smart Solutions AB’s design and engineering business.

Filing Exhibits & Attachments

3 documents