Cadence Design Systems Files Prospectus For Resale Of 3.22M Shares By Selling Stockholder Related To Hexagon Smart Solutions Acquisition

CADENCE DESIGN SYSTEMS, INC.

3,224,473 Shares

Common Stock

Offered by the Selling Stockholder

 

This prospectus relates to the proposed resale or other disposition of up to an aggregate of 3,224,473 shares of common stock, par value $0.01 per share (the "common stock"), by the selling stockholder identified in this prospectus. We are registering the offer and sale of the shares of the common stock owned by the selling stockholder to satisfy registration rights we granted to it pursuant to an equity purchase agreement in connection with our acquisition of the design and engineering business of Hexagon Smart Solutions AB (the "Purchase Agreement"). We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of our common stock by the selling stockholder.

Each time the selling stockholder offers and sells securities, the selling stockholder may provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained or incorporated by reference in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities.

The selling stockholder may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus titled "About this Prospectus" and "Plan of Distribution" for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE "RISK FACTORS" ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Our common stock is listed on the Nasdaq Global Select Market under the symbol "CDNS." On February 26, 2026, the last reported sale price of our common stock on the Nasdaq Global Select Market was $297.60 per share.