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8-K

Cadence Design Systems Inc (CDNS)

8-K 2026-02-17 For: 2026-02-17
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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 17, 2026

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 000-15867 00-0000000
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (I.R.S. Employer<br>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 2.02. Results of Operations and Financial Condition.

On February 17, 2026 Cadence Design Systems, Inc. (“Cadence”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2025.

A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter and fiscal year ended December 31, 2025 is attached hereto as Exhibit 99.02, and the press release and the commentary are incorporated herein by reference.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.01 Press Release issued by Cadence Design Systems, Inc. onFebruary 17, 2026.
99.02 CFO Commentary on Results of Quarterand Fiscal YearEndedDecember 31, 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: February 17, 2026

CADENCE DESIGN SYSTEMS, INC.
By: /s/ John M. Wall
John M. Wall
Senior Vice President and Chief Financial Officer

Document

Exhibit 99.01

Cadence Reports Fourth Quarter and Fiscal Year 2025 Financial Results

14% Revenue Growth and ~45% Non-GAAP Operating Margin for 2025

Record Backlog of $7.8 Billion

SAN JOSE, Calif. — February 17, 2026 — Cadence (Nasdaq: CDNS) today announced results for the fourth quarter and fiscal year 2025.

Fourth Quarter 2025 Financial Results

•Revenue of $1.440 billion, compared to revenue of $1.356 billion in Q4 2024

•GAAP operating margin of 32.2%, compared to 33.7% in Q4 2024

•Non-GAAP operating margin of 45.8%, compared to 46.0% in Q4 2024

•GAAP diluted net income per share of $1.42, compared to $1.24 in Q4 2024

•Non-GAAP diluted net income per share of $1.99, compared to $1.88 in Q4 2024

Fiscal Year 2025 Financial Results

•Revenue of $5.297 billion, compared to revenue of $4.641 billion in 2024

•GAAP operating margin of 28.2%, compared to 29.1% in 2024

•Non-GAAP operating margin of 44.6%, compared to 42.5% in 2024

•GAAP diluted net income per share of $4.06, compared to $3.85 in 2024

•Non-GAAP diluted net income per share of $7.14, compared to $5.97 in 2024

•Year-end backlog was $7.8 billion and revenue expected to be recognized in the next 12 months from remaining performance obligations was $3.8 billion

“Cadence delivered excellent results for the fourth quarter, closing an outstanding 2025 with over 14% revenue growth and 20% non-GAAP EPS growth,” said Anirudh Devgan, president and chief executive officer. “Strong customer demand for our expanding AI-driven product portfolio and the essential nature of Cadence's engineering software position us well to capture the massive opportunities in the AI era.”

“Cadence closed 2025 with a strong finish and broad-based strength across the business,” said John Wall, senior vice president and chief financial officer. “We delivered a 44.6% non-GAAP operating margin, reflecting continued productivity-driven profitability improvement. With strong Q4 bookings, we began 2026 with a record backlog of $7.8 billion and excellent momentum.”

CFO Commentary

Commentary on the fourth quarter and fiscal year 2025 financial results by John Wall, senior vice president and chief financial officer, is available at www.cadence.com/cadence/investor_relations.

Business Outlook

Cadence's outlook does not include the impact of its pending acquisition of Hexagon's design and engineering business.

For fiscal year 2026, the company expects:

•Revenue in the range of $5.9 billion to $6.0 billion

•GAAP operating margin in the range of 31.75% to 32.75%

•Non-GAAP operating margin in the range of 44.75% to 45.75%

•GAAP diluted net income per share in the range of $4.95 to $5.05

•Non-GAAP diluted net income per share in the range of $8.05 to $8.15

The company utilizes a long-term projected non-GAAP tax rate, which reflects currently available information, as well as other factors and assumptions. The non-GAAP tax rate is subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in the company’s geographic earnings mix, or other changes to the company’s strategy or business operations. The company expects to use the current

normalized non-GAAP tax rate through fiscal 2026 but will re-evaluate this rate periodically for significant items that may materially affect its projections.

Reconciliations of the financial results and business outlook from GAAP operating margin, GAAP net income and GAAP diluted net income per share to non-GAAP operating margin, non-GAAP net income and non-GAAP diluted net income per share, respectively, are included in this press release. Revenue growth outlook is based on the midpoint of the range.

Business Highlights

•The Cadence.ai portfolio continued gaining momentum with market shaping customers. Cadence introduced ChipStack, a groundbreaking agentic AI Super Agent for chip design and verification, built upon Cadence's foundational EDA platform. By leveraging intelligent agents that autonomously call the underlying Cadence tools, ChipStack is enabling faster design convergence and significantly improved engineering productivity

•Cadence’s Core EDA business grew 13% in 2025 driven by broad hyperscaler adoption, expanding digital full-flow deployments, and growing proliferation of its AI-driven products

•Hardware delivered another record year, adding more than 30 new customers, with seven of the top ten customers purchasing both Palladium Z3 and Protium X3 systems, reflecting strong AI and hyperscale demand

•Cadence’s IP business grew nearly 25% year-over-year in 2025, driven by the superior performance and expanding adoption of its IP portfolio, including HBM, UCIe, PCIe, DDR, and SerDes

•The System Design and Analysis business grew 13% in 2025, supported by strong demand for Cadence’s 3D‑IC platform and simulation solutions that are increasingly critical for AI infrastructure, high‑performance computing, and advanced mobile applications

Audio Webcast Scheduled

Anirudh Devgan, president and chief executive officer, and John Wall, senior vice president and chief financial officer, will host the fourth quarter and fiscal year 2025 financial results audio webcast today, February 17, 2026, at 2 p.m. (Pacific) / 5 p.m. (Eastern). Attendees are asked to register at the website at least 10 minutes prior to the scheduled webcast. An archive of the webcast will be available starting February 17, 2026 at 5 p.m. (Pacific) and ending March 17, 2026 at 5 p.m. (Pacific). Webcast access is available at www.cadence.com/cadence/investor_relations.

About Cadence

Cadence is a market leader in AI and digital twins, pioneering the application of computational software to accelerate innovation in the engineering design of silicon to systems. Our design solutions, based on Cadence’s Intelligent System Design™ strategy, are essential for the world’s leading semiconductor and systems companies to build their next-generation products from chips to full electromechanical systems that serve a wide range of markets, including hyperscale computing, mobile communications, automotive, aerospace, industrial, life sciences and robotics. In 2024, Cadence was recognized by the Wall Street Journal as one of the world’s top 100 best-managed companies. Cadence solutions offer limitless opportunities—learn more at www.cadence.com.

© 2026 Cadence Design Systems, Inc. All rights reserved worldwide. Cadence, the Cadence logo and the other Cadence marks found at www.cadence.com/go/trademarks are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

This press release contains forward-looking statements, including Cadence’s outlook on future operating results, financial condition, strategic objectives, business model and prospects, technology and product developments, strategic relationships, pending acquisition of Hexagon's design and engineering (“D&E”) business, backlog, industry trends, market growth, tax rates and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will,” and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: (i) Cadence’s ability to compete successfully in the highly competitive industries in which it operates and realize the benefits of its investments in research and development, including opportunities presented by AI; (ii) the success of Cadence’s efforts to maintain and improve operational efficiency and growth; (iii) the mix of products and services sold, the timing of orders and deliveries and the ability to develop, install or deliver Cadence’s products or services; (iv) changes in customer demands or supply constraints that could result in delays in purchases, development, installations or deliveries of Cadence’s products or services, including those resulting from consolidation, restructurings and other operational efficiency improvements of Cadence’s customers; (v) economic, geopolitical and industry conditions, including export controls, tariffs, other trade restrictions and other government regulations, as well as rising tensions and armed conflicts around the world; (vi) changes in tax laws, interest rate and currency exchange rate fluctuations, inflation rates, Cadence’s increased debt levels and obligations and Cadence’s ability to access capital and debt markets in the future; (vii) legislative or regulatory requirements; (viii) Cadence’s pending acquisitions, the acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them; (ix) potential harm caused by compromises in cybersecurity and cybersecurity attacks; (x) capital expenditure requirements and events that affect cash flow, liquidity or reserves, or estimates Cadence may take from time to time with respect to accounts receivable, taxes and tax examinations, litigation, regulatory or other matters; (xi) the effects of any litigation, regulatory, tax or other proceedings to which Cadence is or may become a party or to which Cadence or its products, services, technologies or properties are subject, including Cadence’s ongoing compliance, cooperation, audit and other obligations under its July 2025 settlement agreements with the U.S. Department of Justice (“DOJ”) and Bureau of Industry and Security (“BIS”), any further inquiries or adverse actions by the DOJ, BIS or other U.S. or foreign governmental authorities and any impact of the settlements on Cadence’s operations and business dealings in China, U.S. government contracting business and other customer relationships; and (xii) Cadence’s ability to successfully meet any environmental, social and governance targets and practices. Cadence’s pending D&E acquisition remains subject to certain closing conditions, which may not be satisfied in a timely manner or at all. Cadence may not successfully integrate the D&E business or realize the anticipated benefits of the acquisition. The acquisition and its effects on Cadence are subject to additional risks and uncertainties including fluctuations in the trading price of Cadence shares and in currency exchange and interest rates; Cadence’s ability to repay debt incurred to fund the acquisition; Cadence’s ability to motivate and retain key personnel; and the acquisition’s impact on relationships with third parties, including customers, partners and governmental authorities. In addition, the timing and amount of Cadence’s repurchases of its common stock are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors.

For a detailed discussion of these and other cautionary statements related to Cadence and its business, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, including its most recent report on Form 10-K, subsequent reports on Form 10-Q and future filings.

All forward-looking statements in this press release are based on management's expectations as of the date of this press release and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

GAAP to Non-GAAP Reconciliation

Non-GAAP financial measures should not be considered as a substitute for or superior to measures of financial performance prepared in accordance with generally accepted accounting principles, or GAAP. Investors are encouraged to review the reconciliation of non-GAAP measures contained within this press release with their most directly comparable GAAP results. Investors are also encouraged to look at the GAAP results as the best measure of financial performance.

To supplement Cadence’s financial results presented on a GAAP basis, Cadence management uses non-GAAP measures that it believes are helpful in understanding Cadence’s performance. One such measure is non-GAAP net income, which is a financial measure not calculated under GAAP. Non-GAAP net income is calculated by Cadence management by taking GAAP net income and excluding, as applicable, amortization of intangible assets, stock-based compensation expense, acquisition and integration-related costs including retention expenses, income or expenses related to foreign currency forward exchange contract associated with a pending acquisition, investments, divestitures and Cadence’s non-qualified deferred compensation plan, restructuring, loss related to contingent liability and other significant items not directly related to Cadence’s core business operations, and the income tax effect of non-GAAP pre-tax adjustments.

Cadence management uses non-GAAP net income because it excludes items that are generally not directly related to the performance of Cadence’s core business operations and therefore provides supplemental information to Cadence management and investors regarding the performance of the business operations, facilitates comparisons to the historical operating results and allows the review of Cadence's business from the same perspective as Cadence management, including forecasting and budgeting.

The following tables reconcile the specific items excluded from GAAP operating margin, GAAP net income and GAAP net income per diluted share in the calculation of non-GAAP operating margin, non-GAAP net income and non-GAAP net income per diluted share for the periods shown below:

Operating Margin Reconciliation Three Months Ended
December 31, 2025 December 31, 2024
(unaudited)
GAAP operating margin as a percent of total revenue 32.2% 33.7%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense 7.9% 7.9%
Amortization of acquired intangibles 2.1% 2.0%
Acquisition and integration-related costs 3.4% 1.7%
Restructuring 0.1% (0.1)%
Non-qualified deferred compensation expenses 0.1% 0.0%
Special charges 0.0% 0.2%
Loss related to contingent liability* 0.0% 0.6%
Non-GAAP operating margin as a percent of total revenue 45.8% 46.0%
* Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
--- ---
Operating Margin Reconciliation Years Ended
--- --- ---
December 31, 2025 December 31, 2024
(unaudited)
GAAP operating margin as a percent of total revenue 28.2% 29.1%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense 8.6% 8.4%
Amortization of acquired intangibles 2.0% 2.0%
Acquisition and integration-related costs 2.5% 2.1%
Restructuring 0.6% 0.5%
Non-qualified deferred compensation expenses 0.3% 0.2%
Special charges 0.0% 0.0%
Loss related to contingent liability* 2.4% 0.2%
Non-GAAP operating margin as a percent of total revenue 44.6% 42.5% * Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
--- ---
Net Income Reconciliation Three Months Ended
--- --- --- --- ---
December 31, 2025 December 31, 2024
(in thousands) (unaudited)
Net income on a GAAP basis $ 388,136 $ 340,210
Stock-based compensation expense 113,164 106,508
Amortization of acquired intangibles 30,229 26,776
Acquisition and integration-related costs 48,652 23,477
Restructuring 1,862 (1,020)
Non-qualified deferred compensation expenses 2,064 293
Special charges 1,902
Loss related to contingent liability* 8,322
Other income or expense related to foreign currency forward exchange contract associated with a pending acquisition 10,666
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets (49,111) 14,654
Income tax effect of non-GAAP adjustments (2,505) (5,456)
Net income on a non-GAAP basis $ 543,157 $ 515,666 * Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
--- ---
Net Income Reconciliation Years Ended
--- --- --- --- ---
December 31, 2025 December 31, 2024
(in thousands) (unaudited)
Net income on a GAAP basis $ 1,108,888 $ 1,055,484
Stock-based compensation expense 455,175 391,219
Amortization of acquired intangibles 105,332 90,449
Acquisition and integration-related costs 135,073 95,562
Restructuring 29,194 23,765
Non-qualified deferred compensation expenses 14,029 11,145
Special charges 1,988 3,135
Loss related to contingent liability* 128,545 8,322
Other income or expense related to foreign currency forward exchange contract associated with a pending acquisition 29,227
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets (83,286) (60,798)
Income tax effect of non-GAAP adjustments 27,497 17,162
Net income on a non-GAAP basis $ 1,951,662 $ 1,635,445 * Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
--- ---
Diluted Net Income Per Share Reconciliation Three Months Ended
--- --- --- --- ---
December 31, 2025 December 31, 2024
(in thousands, except per share data) (unaudited)
Diluted net income per share on a GAAP basis $ 1.42 $ 1.24
Stock-based compensation expense 0.41 0.39
Amortization of acquired intangibles 0.11 0.10
Acquisition and integration-related costs 0.18 0.08
Restructuring 0.01
Non-qualified deferred compensation expenses 0.01
Special charges 0.01
Loss related to contingent liability* 0.03
Other income or expense related to foreign currency forward exchange contract associated with a pending acquisition 0.04
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets (0.18) 0.05
Income tax effect of non-GAAP adjustments (0.01) (0.02)
Diluted net income per share on a non-GAAP basis $ 1.99 $ 1.88
Shares used in calculation of diluted net income per share 272,932 274,292 * Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
--- ---
Diluted Net Income Per Share Reconciliation Years Ended
--- --- --- --- ---
December 31, 2025 December 31, 2024
(in thousands, except per share data) (unaudited)
Diluted net income per share on a GAAP basis $ 4.06 $ 3.85
Stock-based compensation expense 1.67 1.43
Amortization of acquired intangibles 0.38 0.33
Acquisition and integration-related costs 0.49 0.35
Restructuring 0.11 0.09
Non-qualified deferred compensation expenses 0.05 0.04
Special charges 0.01 0.01
Loss related to contingent liability* 0.47 0.03
Other income or expense related to foreign currency forward exchange contract associated with a pending acquisition 0.11
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets (0.31) (0.22)
Income tax effect of non-GAAP adjustments 0.10 0.06
Diluted net income per share on a non-GAAP basis $ 7.14 $ 5.97
Shares used in calculation of diluted net income per share 273,312 273,833 * Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
--- ---

For more information, please contact:

Cadence Investor Relations

408-944-7100

investor_relations@cadence.com

Cadence Newsroom

408-944-7039

newsroom@cadence.com

Cadence Design Systems, Inc.

Condensed Consolidated Balance Sheets

December 31, 2025 and December 31, 2024

(In thousands)

(Unaudited)

December 31, 2025 December 31, 2024
Current assets:
Cash and cash equivalents $ 3,001,317 $ 2,644,030
Receivables, net 944,939 680,460
Inventories 303,545 257,711
Prepaid expenses and other 419,872 433,878
Total current assets 4,669,673 4,016,079
Property, plant and equipment, net 517,004 458,200
Goodwill 2,749,143 2,378,671
Acquired intangibles, net 718,223 594,734
Deferred taxes 917,733 982,057
Other assets 581,372 544,741
Total assets $ 10,153,148 $ 8,974,482
Current liabilities:
Accounts payable and accrued liabilities $ 856,856 $ 632,692
Current portion of deferred revenue 778,435 737,413
Total current liabilities 1,635,291 1,370,105
Long-term liabilities:
Long-term portion of deferred revenue 155,997 115,168
Long-term debt 2,480,150 2,476,183
Other long-term liabilities 407,529 339,448
Total long-term liabilities 3,043,676 2,930,799
Stockholders’ equity 5,474,181 4,673,578
Total liabilities and stockholders’ equity $ 10,153,148 $ 8,974,482

Cadence Design Systems, Inc.

Condensed Consolidated Income Statements

For the Three Months and Years Ended December 31, 2025 and December 31, 2024

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Years Ended
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Revenue:
Product and maintenance $ 1,332,526 $ 1,239,287 $ 4,821,589 $ 4,213,509
Services 107,588 116,694 475,170 427,755
Total revenue 1,440,114 1,355,981 5,296,759 4,641,264
Costs and expenses:
Cost of product and maintenance 144,001 157,249 518,673 436,600
Cost of services 44,753 62,742 203,576 210,902
Marketing and sales 206,778 200,406 802,633 757,483
Research and development 464,582 392,026 1,768,772 1,549,093
General and administrative 103,225 70,228 313,387 273,961
Amortization of acquired intangibles 11,578 9,153 39,937 30,375
Loss related to contingent liability 8,322 128,545 8,322
Restructuring 1,862 (1,020) 29,194 23,765
Total costs and expenses 976,779 899,106 3,804,717 3,290,501
Income from operations 463,335 456,875 1,492,042 1,350,763
Interest expense (29,440) (29,907) (116,541) (75,999)
Other income, net 59,066 9,684 146,542 121,055
Income before provision for income taxes 492,961 436,652 1,522,043 1,395,819
Provision for income taxes 104,825 96,442 413,155 340,335
Net income $ 388,136 $ 340,210 $ 1,108,888 $ 1,055,484
Net income per share - basic $ 1.43 $ 1.25 $ 4.09 $ 3.89
Net income per share - diluted $ 1.42 $ 1.24 $ 4.06 $ 3.85
Weighted average common shares outstanding - basic 270,924 272,069 271,333 271,212
Weighted average common shares outstanding - diluted 272,932 274,292 273,312 273,833

Cadence Design Systems, Inc.

Condensed Consolidated Statements of Cash Flows

For the Years Ended December 31, 2025 and December 31, 2024

(In thousands)

(Unaudited)

Years Ended
December 31, 2025 December 31, 2024
Cash and cash equivalents at beginning of year $ 2,644,030 $ 1,008,152
Cash flows from operating activities:
Net income 1,108,888 1,055,484
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 227,828 196,935
Stock-based compensation 455,175 391,219
Gain on divestitures and investments, net (69,089) (49,593)
Deferred income taxes 66,048 (128,737)
ROU asset amortization and change in operating lease liabilities 6,016 (1,920)
Other non-cash items 7,166 6,138
Changes in operating assets and liabilities, net of effect of acquired businesses:
Receivables (274,894) (180,287)
Inventories (91,029) (82,771)
Prepaid expenses and other 43,382 (81,529)
Other assets (18,569) 11,866
Accounts payable and accrued liabilities 184,897 33,676
Deferred revenue 69,411 66,478
Other long-term liabilities 13,551 23,592
Net cash provided by operating activities 1,728,781 1,260,551
Cash flows from investing activities:
Purchases of investments (40,895) (4,982)
Proceeds from the sale and maturity of investments 140,281 47,980
Proceeds from the sale of IP and other assets 11,500
Purchases of property, plant and equipment (141,871) (142,542)
Cash paid in business combinations, net of cash acquired (429,538) (737,574)
Net cash used for investing activities (460,523) (837,118)
Cash flows from financing activities:
Proceeds from issuance of debt 3,196,595
Payments of debt (1,350,000)
Payments of debt issuance costs (23,828)
Proceeds from issuance of common stock 145,901 204,237
Stock received for payment of employee taxes on vesting of restricted stock (169,842) (237,737)
Payments for repurchases of common stock (925,034) (550,026)
Net cash provided by (used for) financing activities (948,975) 1,239,241
Effect of exchange rate changes on cash and cash equivalents 38,004 (26,796)
Increase in cash and cash equivalents 357,287 1,635,878
Cash and cash equivalents at end of year $ 3,001,317 $ 2,644,030

Cadence Design Systems, Inc.

(Unaudited)

Revenue Mix by Geography (% of Total Revenue)

2024 2025
GEOGRAPHY Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year
Americas 46 % 49 % 50 % 49 % 49 % 48 % 49 % 43 % 47 % 47 %
China 12 % 12 % 13 % 13 % 12 % 11 % 9 % 18 % 12 % 13 %
Other Asia 20 % 19 % 17 % 17 % 18 % 19 % 19 % 18 % 20 % 19 %
Europe, Middle East and Africa 17 % 14 % 14 % 15 % 15 % 16 % 16 % 14 % 14 % 15 %
Japan 5 % 6 % 6 % 6 % 6 % 6 % 7 % 7 % 7 % 6 %
Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 %

Revenue Mix by Product Category (% of Total Revenue)

2024 2025
PRODUCT CATEGORY Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year
Core EDA 76 % 73 % 70 % 68 % 71 % 71 % 71 % 71 % 69 % 70 %
Semiconductor IP 12 % 13 % 14 % 13 % 13 % 14 % 13 % 14 % 15 % 14 %
System Design and Analysis 12 % 14 % 16 % 19 % 16 % 15 % 16 % 15 % 16 % 16 %
Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 %

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Operating Margin

As of February 17, 2026

(Unaudited)

Three Months Ending<br><br>March 31, 2026 Year Ending<br><br>December 31, 2026
Forecast Forecast
GAAP operating margin as a percent of total revenue 30% - 31% 31.75% - 32.75%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense 10% 9%
Amortization of acquired intangibles 2% 2%
Acquisition and integration-related costs 2% 2%
Non-GAAP operating margin as a percent of total revenue† 44% - 45% 44.75% - 45.75%
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
--- ---

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Diluted Net Income Per Share

As of February 17, 2026

(Unaudited)

Three Months Ending<br><br>March 31, 2026 Year Ending<br><br>December 31, 2026
Forecast Forecast
Diluted net income per share on a GAAP basis $1.16 to $1.22 $4.95 to $5.05
Stock-based compensation expense 0.50 2.04
Amortization of acquired intangibles 0.12 0.46
Acquisition and integration-related costs 0.11 0.36
Income tax effect of non-GAAP adjustments 0.24
Diluted net income per share on a non-GAAP basis† $1.89 to $1.95 $8.05 to $8.15
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
--- ---

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Net Income

As of February 17, 2026

(Unaudited)

Three Months Ending<br><br>March 31, 2026 Year Ending<br><br>December 31, 2026
($ in millions) Forecast Forecast
Net income on a GAAP basis $317 to $333 $1,355 to $1,382
Stock-based compensation expense 137 557
Amortization of acquired intangibles 32 125
Acquisition and integration-related costs 31 100
Income tax effect of non-GAAP adjustments 1 66
Net income on a non-GAAP basis† $518 to $534 $2,203 to $2,230
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
--- ---

Document

Exhibit 99.02

image0a22a.jpg

CADENCE REPORTS FOURTH QUARTERAND FISCAL YEAR 2025
CADENCE DESIGN SYSTEMS, INC.
CFO COMMENTARY
Key Takeaways for 2025• Revenue growth of over 14% and non-GAAP EPS growth of ~20% year-over-year • Achieved FY 2025 non-GAAP operating margin of ~45%• Record backlog of ~7.8 billion
FY 2026 Outlook• Revenue: 5.9 billion - 6.0 billion• GAAP operating margin: 31.75% - 32.75%• Non-GAAP operating margin: 44.75% - 45.75%• GAAP EPS: 4.95 - 5.05• Non-GAAP EPS: 8.05 - 8.15• Operating cash flow: ~2.0 billion• Expect to use approximately 50% of free cash flow to repurchase Cadence shares for the year

All values are in US Dollars.

February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 1
Cadence Design Systems, Inc.
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Financial Metrics

(In Millions, except per share data) 2021 2022 2023 2024 2025 2026E
Revenue $ 2,988 $ 3,562 $ 4,090 $ 4,641 $ 5,297 5,900- 6,000
Revenue growth 11% 19% 15% 13% 14% 11% - 13%
3-year CAGR* 12% 15% 15% 16% 14% ~13%
GAAP operating expenses $ 2,209 $ 2,488 $ 2,839 $ 3,291 $ 3,805 4,040
GAAP operating expense growth 8% 13% 14% 16% 16% ~6%
Non-GAAP operating expenses $ 1,877 $ 2,125 $ 2,373 $ 2,667 $ 2,935 3,258
Non-GAAP operating expense growth 8% 13% 12% 12% 10% ~11%
GAAP operating margin 26.1% 30.1% 30.6% 29.1% 28.2% 31.75% - 32.75%
Non-GAAP operating margin 37.2% 40.3% 42.0% 42.5% 44.6% 44.75% - 45.75%
GAAP earnings per share $ 2.50 $ 3.09 $ 3.82 $ 3.85 $ 4.06 4.95 - 5.05
Non-GAAP earning per share $ 3.29 $ 4.27 $ 5.15 $ 5.97 $ 7.14 8.05 - 8.15
Non-GAAP EPS growth* 18% 30% 21% 16% 20% 13
3-year Non-GAAP EPS CAGR* 21% 25% 23% 22% 19% 16
Weighted average diluted shares outstanding 278.9 275.0 272.7 273.8 273.3 272.5 - 274.5
Cash flow from operations 1,101 1,242 1,349 1,261 1,729 ~2,000
Capital expenditures 65 123 102 143 142 ~210

All values are in US Dollars.

* At midpoint of outlook.

Profitability Trends

(In Millions) 2021 2022 2023 2024 2025 2026E*
Revenue $ 2,988 $ 3,562 $ 4,090 $ 4,641 $ 5,297 $ 5,950
Revenue Growth 11% 19% 15% 13% 14% 12%
3-Year Revenue Growth CAGR 12% 15% 15% 16% 14% 13%
GAAP operating margin 26.1% 30.1% 30.6% 29.1% 28.2% 32.25%
0
Non-GAAP operating margin 37.2% 40.3% 42.0% 42.5% 44.6% 45.25%
Stock-based compensation (7.0)% (7.6)% (8.0)% (8.4)% (8.6)% (9.4)%
Non-GAAP operating margin adjusted for stock-based compensation 30.2% 32.7% 34.0% 34.1% 36.0% 35.9%
GAAP operating income $ 779 $ 1,074 $ 1,251 $ 1,351 $ 1,492 $ 1,910
Non-GAAP operating income $ 1,111 $ 1,436 $ 1,717 $ 1,974 $ 2,361 $ 2,692
Non-GAAP operating income adjusted for stock-based compensation $ 901 $ 1,166 $ 1,391 $ 1,583 $ 1,906 $ 2,135

* At midpoint of outlook.

| February 17, 2026 | Cadence Q4 and Fiscal Year 2025 Financial Results | 2 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

First Quarter 2026 Financial Outlook

Q1 2025 Q4 2025 Q1 2026E
Total Revenue ($ Millions) $ 1,242 $ 1,440 $1,420 - $1,460
Q/Q Growth 8% (1)% - 1%
Y/Y Growth 6% 14% - 18%
GAAP Operating Margin 29.1% 32.2% 30% - 31%
Non-GAAP Operating Margin 41.7% 45.8% 44% - 45%
GAAP EPS $ 1.00 $ 1.42 $1.16 - $1.22
Non-GAAP EPS $ 1.57 $ 1.99 $1.89 - $1.95

Fiscal Year 2026 Financial Outlook

FY 2025 FY 2026E
Recurring Revenue 80% ~80%
Total Revenue ($ Millions) $ 5,297 $5,900 - $6,000
Y/Y Growth 14% 11% - 13%
Revenue from Beginning Backlog ~69% ~67%
GAAP Operating Margin 28.2% 31.75% - 32.75%
Non-GAAP Operating Margin 44.6% 44.75% - 45.75%
GAAP Other Income & Expense ($ Millions) $ 30 $(43) - $(33)
Non-GAAP Other Income & Expense ($ Millions) $ (24) $(43) - $(33)
GAAP Tax Rate 27.1% ~27%
Non-GAAP Tax Rate 16.5% 16.5%
Weighted Average Diluted Shares Outstanding (Millions) 273.3 272.5 - 274.5
GAAP EPS $ 4.06 $4.95 - $5.05
Y/Y Growth 5% 22% - 24%
Non-GAAP EPS $ 7.14 $8.05 - $8.15
Y/Y Growth 20% 13% - 14%
Cash Flow from Operations ($ Millions) $ 1,729 ~$2,000
DSO 64 ~55
Capital Expenditures ($ Millions) $ 142 ~$210
February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 3
--- --- --- Cadence Design Systems, Inc.
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Fourth Quarter and Fiscal Year Financial Results

Backlog

(In Billions) 2021 2022 2023 2024 2025
Backlog $ 4.4 $ 5.8 $ 6.0 $ 6.8 $ 7.8

Revenue

(In Millions) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Product and Maintenance $ 1,239 $ 1,111 $ 1,170 $ 1,208 $ 1,332
Services 117 131 105 131 108
Total Revenue $ 1,356 $ 1,242 $ 1,275 $ 1,339 $ 1,440
(In Millions) 2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
Product and Maintenance $ 2,813 $ 3,340 $ 3,834 $ 4,213 $ 4,822
Services 175 222 256 428 475
Total Revenue $ 2,988 $ 3,562 $ 4,090 $ 4,641 $ 5,297

Recurring and Up-Front Revenue

Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Revenue Recognized Over Time 72 % 77 % 73 % 78 % 77 %
Other Recurring Revenue 4 % 5 % 5 % 4 % 2 %
Recurring Revenue 76 % 82 % 78 % 82 % 79 %
Up-Front Revenue 24 % 18 % 22 % 18 % 21 %
Total Revenue 100 % 100 % 100 % 100 % 100 %
2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
Revenue Recognized Over Time 85 % 83 % 81 % 80 % 76 %
Other Recurring Revenue 3 % 2 % 3 % 3 % 4 %
Recurring Revenue 88 % 85 % 84 % 83 % 80 %
Up-Front Revenue 12 % 15 % 16 % 17 % 20 %
Total Revenue 100 % 100 % 100 % 100 % 100 %

Trailing Twelve Months Recurring and Up-Front Revenue

Trailing Twelve Months Ended
Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Recurring Revenue 83 % 82 % 80 % 80 % 80 %
Up-Front Revenue 17 % 18 % 20 % 20 % 20 %
Total 100 % 100 % 100 % 100 % 100 %
February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 4
--- --- --- Cadence Design Systems, Inc.
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Revenue Mix by Geography

(% of Total Revenue) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Americas 49 % 48 % 49 % 43 % 47 %
China 13 % 11 % 9 % 18 % 12 %
Other Asia 17 % 19 % 19 % 18 % 20 %
Europe, Middle East and Africa 15 % 16 % 16 % 14 % 14 %
Japan 6 % 6 % 7 % 7 % 7 %
Total 100 % 100 % 100 % 100 % 100 %
(% of Total Revenue) 2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
Americas 45 % 46 % 43 % 49 % 47 %
China 13 % 15 % 17 % 12 % 13 %
Other Asia 19 % 18 % 19 % 18 % 19 %
Europe, Middle East and Africa 17 % 16 % 16 % 15 % 15 %
Japan 6 % 5 % 5 % 6 % 6 %
Total 100 % 100 % 100 % 100 % 100 %

Revenue Mix by Product Category

(% of Total Revenue) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Core EDA 68 % 71 % 71 % 71 % 69 %
Semiconductor IP 13 % 14 % 13 % 14 % 15 %
System Design and Analysis 19 % 15 % 16 % 15 % 16 %
Total 100 % 100 % 100 % 100 % 100 %
(% of Total Revenue) 2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
Core EDA 76 % 76 % 76 % 71 % 70 %
Semiconductor IP 13 % 12 % 12 % 13 % 14 %
System Design and Analysis 11 % 12 % 12 % 16 % 16 %
Total 100 % 100 % 100 % 100 % 100 %

3 Year Revenue CAGR by Product Category

2021 2022 2023 2024 2025
Core EDA 10 % 14 % 15 % 13 % 11 %
Semiconductor IP 16 % 15 % 8 % 15 % 19 %
System Design and Analysis 19 % 24 % 22 % 30 % 25 %
Total 3 Year CAGR 12 % 15 % 15 % 16 % 14 %

Gross Margin

Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
GAAP Gross Margin 83.8 % 86.5 % 85.6 % 86.4 % 86.9 %
Non-GAAP Gross Margin 85.5 % 88.4 % 87.2 % 88.0 % 88.5 %
2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
GAAP Gross Margin 89.7 % 89.6 % 89.4 % 86.0 % 86.4 %
Non-GAAP Gross Margin 91.7 % 91.0 % 90.7 % 87.8 % 88.0 % February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 5
--- --- --- Cadence Design Systems, Inc.
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Total Costs and Expenses

(In Millions) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Total GAAP Costs and Expenses $ 899 $ 881 $ 1,034 $ 913 $ 977
Total Non-GAAP Costs and Expenses $ 733 $ 724 $ 729 $ 701 $ 781
(In Millions) 2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
Total GAAP Costs and Expenses $ 2,209 $ 2,488 $ 2,839 $ 3,291 $ 3,805
Total Non-GAAP Costs and Expenses $ 1,877 $ 2,125 $ 2,373 $ 2,667 $ 2,935

Operating Margin

Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
GAAP Operating Margin 33.7 % 29.1 % 19.0 % 31.8 % 32.2 %
Non-GAAP Operating Margin 46.0 % 41.7 % 42.8 % 47.6 % 45.8 %
2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
GAAP Operating Margin 26.1 % 30.1 % 30.6 % 29.1 % 28.2 %
Non-GAAP Operating Margin 37.2 % 40.3 % 42.0 % 42.5 % 44.6 %

Net Income Per Share

Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
GAAP Net Income Per Share $ 1.24 $ 1.00 $ 0.59 $ 1.05 $ 1.42
Non-GAAP Net Income Per Share $ 1.88 $ 1.57 $ 1.65 $ 1.93 $ 1.99
2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
GAAP Net Income Per Share $ 2.50 $ 3.09 $ 3.82 $ 3.85 $ 4.06
Non-GAAP Net Income Per Share $ 3.29 $ 4.27 $ 5.15 $ 5.97 $ 7.14

Total DSO

Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
DSO 48 44 51 55 64

Balance Sheet and Cash Review

Free Cash Flow

(In Millions) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Net Cash from Operating Activities $ 441 $ 487 $ 378 $ 311 $ 553
Capital Expenditures 37 23 44 34 41
Free Cash Flow $ 404 $ 464 $ 334 $ 277 $ 512
(In Millions) 2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
Net Cash from Operating Activities $ 1,101 $ 1,242 $ 1,349 $ 1,261 $ 1,729
Capital Expenditures 65 123 102 143 142
Free Cash Flow $ 1,036 $ 1,119 $ 1,247 $ 1,118 $ 1,587
February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 6
--- --- --- Cadence Design Systems, Inc.
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Cash and Cash Equivalents

(In Millions) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Cash and Cash Equivalents $ 2,644 $ 2,778 $ 2,823 $ 2,753 $ 3,001
(In Millions) 2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
Cash and Cash Equivalents $ 1,089 $ 882 $ 1,008 $ 2,644 $ 3,001

•Approximately 71 percent of our cash and cash equivalents were in the U.S. at quarter-end.

Debt

(In Millions) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Debt (principal value) $ 2,500 $ 2,500 $ 2,500 $ 2,500 $ 2,500
(In Millions) 2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
Debt (principal value) $ 350 $ 750 $ 650 $ 2,500 $ 2,500

•In September 2024, Cadence issued $2.5 billion of Senior Notes at a weighted average interest rate of 4.44%.

Share Repurchase

(In Millions) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Share Repurchase $ 150 $ 350 $ 175 $ 200 $ 200
Number of Shares 0.519 1.361 0.607 0.584 0.613
(In Millions) 2021 2022 2023 2024 2025
--- --- --- --- --- --- --- --- --- --- ---
Share Repurchase $ 612 $ 1,050 $ 700 $ 550 $ 925
Number of Shares 4.401 6.602 3.145 1.930 3.165

Employees

Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
Headcount 12,705 12,837 13,152 13,693 13,800
2021 2022 2023 2024 2025
--- --- --- --- --- ---
Headcount 9,298 10,228 11,226 12,705 13,800 February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 7
--- --- --- Cadence Design Systems, Inc.
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Forward Looking Statements

This CFO Commentary contains forward-looking statements, including Cadence's outlook on future operating results, financial condition, strategic objectives, business model and prospects, technology and product developments, strategic relationships, pending acquisition of Hexagon's design and engineering (“D&E”) business, backlog, industry trends, market growth, tax rates and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will,” and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: (i) Cadence’s ability to compete successfully in the highly competitive industries in which it operates and realize the benefits of its investments in research and development, including opportunities presented by AI; (ii) the success of Cadence’s efforts to maintain and improve operational efficiency and growth; (iii) the mix of products and services sold, the timing of orders and deliveries and the ability to develop, install or deliver Cadence’s products or services; (iv) changes in customer demands or supply constraints that could result in delays in purchases, development, installations or deliveries of Cadence’s products or services, including those resulting from consolidation, restructurings and other operational efficiency improvements of Cadence’s customers; (v) economic, geopolitical and industry conditions, including export controls, tariffs, other trade restrictions and other government regulations, as well as rising tensions and armed conflicts around the world; (vi) changes in tax laws, interest rate and currency exchange rate fluctuations, inflation rates, Cadence’s increased debt levels and obligations and Cadence’s ability to access capital and debt markets in the future; (vii) legislative or regulatory requirements; (viii) Cadence’s pending acquisitions, the acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them; (ix) potential harm caused by compromises in cybersecurity and cybersecurity attacks; (x) capital expenditure requirements and events that affect cash flow, liquidity or reserves, or estimates Cadence may take from time to time with respect to accounts receivable, taxes and tax examinations, litigation, regulatory or other matters; (xi) the effects of any litigation, regulatory, tax or other proceedings to which Cadence is or may become a party or to which Cadence or its products, services, technologies or properties are subject, including Cadence’s ongoing compliance, cooperation, audit and other obligations under its July 2025 settlement agreements with the U.S. Department of Justice (“DOJ”) and Bureau of Industry and Security (“BIS”), any further inquiries or adverse actions by the DOJ, BIS or other U.S. or foreign governmental authorities and any impact of the settlements on Cadence’s operations and business dealings in China, U.S. government contracting business and other customer relationships; and (xii) Cadence’s ability to successfully meet any environmental, social and governance targets and practices. Cadence’s pending D&E acquisition remains subject to certain closing conditions, which may not be satisfied in a timely manner or at all. Cadence may not successfully integrate the D&E business or realize the anticipated benefits of the acquisition. The acquisition and its effects on Cadence are subject to additional risks and uncertainties including fluctuations in the trading price of Cadence shares and in currency exchange and interest rates; Cadence’s ability to repay debt incurred to fund the acquisition; Cadence’s ability to motivate and retain key personnel; and the acquisition’s impact on relationships with third parties, including customers, partners and governmental authorities. In addition, the timing and amount of Cadence’s repurchases of its common stock are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors.

For a detailed discussion of these and other cautionary statements related to Cadence and its business, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, including its most recent report on Form 10-K, subsequent reports on Form 10-Q and future filings.

All forward-looking statements in this document are based on management's expectations as of the date of this document and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

GAAP to Non-GAAP Reconciliation

Non-GAAP financial measures should not be considered as a substitute for or superior to measures of financial performance prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of non-GAAP financial measures contained within this CFO Commentary with their most directly comparable GAAP financial results. Investors are also encouraged to look at the GAAP results as the best measure of financial performance. See our earnings press release issued today for further discussion of our non-GAAP financial measures, as well as the reconciliation provided in the Appendix to this CFO Commentary.

Cadence’s management uses non-GAAP net income because it excludes items that are generally not directly related to the performance of the company’s core business operations and therefore provides supplemental information to Cadence’s management and investors regarding the performance of the business operations, facilitates comparisons to the historical operating results and allows the review of Cadence’s business from the same perspective as Cadence’s management, including forecasting and budgeting.

© 2026 Cadence Design Systems, Inc. All rights reserved worldwide. Cadence, the Cadence logo and the other Cadence marks found at www.cadence.com/go/trademarks are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 8
Cadence Design Systems, Inc.
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APPENDIX I

Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)

Reconciliation of GAAP Total Expenses to Non-GAAP Total Expenses

(In Millions) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
GAAP total costs and expenses $ 899 $ 881 $ 1,034 $ 913 $ 977
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense (107) (108) (118) (116) (113)
Amortization of acquired intangibles (27) (25) (24) (26) (30)
Acquisition and integration-related costs (23) (23) (26) (37) (49)
Restructuring 1 (27) (2)
Non-qualified deferred compensation (expenses) credits 2 (8) (6) (2)
Special charges (2) (2)
Loss related to contingent liability* (8) (129)
Non-GAAP total costs and expenses** $ 733 $ 724 $ 729 $ 701 $ 781

Table may not foot due to rounding

* Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
** The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.

Reconciliation of GAAP Total Expenses to Non-GAAP Total Expenses

(In Millions) 2021 2022 2023 2024 2025 2026E
GAAP total costs and expenses $ 2,209 $ 2,488 $ 2,839 $ 3,291 $ 3,805 $ 4,040
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense (210) (270) (326) (391) (455) (557)
Amortization of acquired intangibles (67) (60) (62) (90) (105) (125)
Acquisition and integration-related costs (23) (41) (56) (96) (135) (100)
Restructuring 1 (11) (24) (29)
Non-qualified deferred compensation (expenses) credits (6) 8 (11) (11) (14)
Special charges* (27) (3) (2)
Loss related to contingent liability** (8) (129)
Non-GAAP total costs and expenses*** $ 1,877 $ 2,125 $ 2,373 $ 2,667 $ 2,935 $ 3,258

Table may not foot due to rounding

* 2021 includes costs related to a voluntary retirement program.
** Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
*** The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP. February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 9
--- --- --- Cadence Design Systems, Inc.
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Reconciliation of GAAP Operating Income to Non-GAAP Operating Income and Non-GAAP Operating Income Adjusted for Stock-based Compensation

(In Millions) 2021 2022 2023 2024 2025 2026E
GAAP operating income $ 779 $ 1,074 $ 1,251 $ 1,351 $ 1,492 $ 1,910
Reconciling items to non-GAAP operating income
Stock-based compensation expense 210 270 326 391 455 557
Amortization of acquired intangibles 67 60 62 90 105 125
Acquisition and integration-related costs 23 41 56 96 135 100
Restructuring (1) 11 24 29
Non-qualified deferred compensation expenses (credits) 6 (8) 11 11 14
Special charges* 27 3 2
Loss related to contingent liability** 8 129
Non-GAAP operating income*** $ 1,111 $ 1,436 $ 1,717 $ 1,974 $ 2,361 $ 2,692
Stock-based compensation expense (210) (270) (326) (391) (455) (557)
Non-GAAP operating income adjusted for stock-based compensation*** $ 901 $ 1,166 $ 1,391 $ 1,583 $ 1,906 $ 2,135

Table may not foot due to rounding

* 2021 includes costs related to a voluntary retirement program.
** Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
*** The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP. February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 10
--- --- --- Cadence Design Systems, Inc.
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Reconciliation of GAAP Gross Margin as a Percent of Total Revenue to Non-GAAP Gross Margin as a Percent of Total Revenue

Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025
GAAP gross margin as a percent of total revenue 83.8% 86.5% 85.6% 86.4% 86.9%
Reconciling items to non-GAAP gross margin as a percent of total revenue
Stock-based compensation expense 0.3% 0.4% 0.4% 0.3% 0.3%
Amortization of acquired intangibles 1.3% 1.4% 1.1% 1.2% 1.3%
Non-qualified deferred compensation expenses (credits) 0.0% 0.0% 0.0% 0.0% 0.0%
Acquisition and integration-related costs 0.1% 0.1% 0.1% 0.1% 0.0%
Non-GAAP gross margin as a percent of total revenue* 85.5% 88.4% 87.2% 88.0% 88.5%
* The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
--- ---
2021 2022 2023 2024 2025
--- --- --- --- --- ---
GAAP gross margin as a percent of total revenue 89.7% 89.6% 89.4% 86.0% 86.4%
Reconciling items to non-GAAP gross margin as a percent of total revenue
Stock-based compensation expense 0.3% 0.2% 0.2% 0.3% 0.3%
Amortization of acquired intangibles 1.6% 1.2% 1.1% 1.3% 1.2%
Non-qualified deferred compensation expenses (credits) 0.0% 0.0% 0.0% 0.0% 0.0%
Acquisition and integration-related costs 0.0% 0.0% 0.0% 0.2% 0.1%
Special charges* 0.1% 0.0% 0.0% 0.0% 0.0%
Non-GAAP gross margin as a percent of total revenue** 91.7% 91.0% 90.7% 87.8% 88.0% * 2021 includes costs related to a voluntary retirement program.
--- ---
** The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP. February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 11
--- --- --- Cadence Design Systems, Inc.
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Reconciliation of GAAP Operating Margin as a Percent of Total Revenue to Non-GAAP Operating Margin as a Percent of Total Revenue

Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026E
GAAP operating margin as a percent of total revenue 33.7% 29.1% 19.0% 31.8% 32.2% 30% - 31%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Stock-based compensation expense 7.9% 8.7% 9.3% 8.7% 7.9% 10%
Amortization of acquired intangibles 2.0% 2.0% 1.8% 1.9% 2.1% 2%
Acquisition and integration-related costs 1.7% 1.8% 2.0% 2.8% 3.4% 2%
Restructuring (0.1)% 0.0% 0.0% 2.0% 0.1% 0%
Non-qualified deferred compensation expenses (credits) 0.0% (0.1)% 0.6% 0.4% 0.1% 0%
Special charges 0.2% 0.2% 0.0% 0.0% 0.0% 0%
Loss related to contingent liability* 0.6% 0.0% 10.1% 0.0% 0.0% 0%
Non-GAAP operating margin as a percent of total revenue** 46.0% 41.7% 42.8% 47.6% 45.8% 44% - 45%
* Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
--- ---
** The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 12
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Reconciliation of GAAP Operating Margin as a Percent of Total Revenue to Non-GAAP Operating Margin as a Percent of Total Revenue

2021 2022 2023 2024 2025 2026E
GAAP operating margin as a percent of total revenue 26.1% 30.1% 30.6% 29.1% 28.2% 31.75% - 32.75%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Stock-based compensation expense 7.0% 7.6% 8.0% 8.4% 8.6% 9%
Amortization of acquired intangibles 2.2% 1.7% 1.5% 2.0% 2.0% 2%
Acquisition and integration-related costs 0.8% 1.1% 1.4% 2.1% 2.5% 2%
Restructuring 0.0% 0.0% 0.3% 0.5% 0.6% 0%
Non-qualified deferred compensation expenses (credits) 0.2% (0.2)% 0.2% 0.2% 0.3% 0%
Special charges* 0.9% 0.0% 0.0% 0.0% 0.0% 0%
Loss related to contingent liability** 0.0% 0.0% 0.0% 0.2% 2.4% 0%
Non-GAAP operating margin as a percent of total revenue*** 37.2% 40.3% 42.0% 42.5% 44.6% 44.75% - 45.75%
* 2021 includes costs related to a voluntary retirement program.
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** Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
*** The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP. February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 13
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Reconciliation of GAAP Diluted Net Income Per Share to Non-GAAP Diluted Net Income Per Share

(In Thousands, Except Per Share Data) Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026E
Diluted net income per share on a GAAP basis $ 1.24 $ 1.00 $ 0.59 $ 1.05 $ 1.42 $1.16 - $1.22
Stock-based compensation expense 0.39 0.39 0.43 0.42 0.41 0.50
Amortization of acquired intangibles 0.10 0.09 0.09 0.10 0.11 0.12
Acquisition and integration-related costs 0.08 0.09 0.09 0.14 0.18 0.11
Restructuring 0.10 0.01
Non-qualified deferred compensation expenses (credits) (0.01) 0.03 0.02 0.01
Special charges 0.01 0.01
Loss related to contingent liability* 0.03 0.47
Other income or expense related to foreign currency forward exchange contract associated with a pending acquisition 0.07 0.04
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets 0.05 0.01 (0.17) 0.03 (0.18)
Income tax effect of non-GAAP adjustments (0.02) (0.01) 0.12 (0.01)
Diluted net income per share on a non-GAAP basis** $ 1.88 $ 1.57 $ 1.65 $ 1.93 $ 1.99 $1.89 - $1.95
Shares used in calculation of diluted net income per share 274,292 273,631 272,899 273,798 272,932
* Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
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** The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 14
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Reconciliation of GAAP Diluted Net Income Per Share to Non-GAAP Diluted Net Income Per Share

(In Thousands, Except Per Share Data) 2021 2022 2023 2024 2025 2026E
Diluted net income per share on a GAAP basis $ 2.50 $ 3.09 $ 3.82 $ 3.85 $ 4.06 $4.95 - $5.05
Stock-based compensation expense 0.75 0.98 1.19 1.43 1.67 2.04
Amortization of acquired intangibles 0.24 0.22 0.23 0.33 0.38 0.46
Acquisition and integration-related costs 0.08 0.15 0.21 0.35 0.49 0.36
Restructuring 0.04 0.09 0.11
Non-qualified deferred compensation expenses (credits) 0.02 (0.03) 0.04 0.04 0.05
Special charges* 0.10 0.01 0.01
Loss related to contingent liability** 0.03 0.47
Other income or expense related to foreign currency forward exchange contract associated with a pending acquisition 0.11
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets (0.03) 0.05 (0.17) (0.22) (0.31)
Income tax effect of non-GAAP adjustments (0.37) (0.19) (0.21) 0.06 0.10 0.24
Diluted net income per share on a non-GAAP basis*** $ 3.29 $ 4.27 $ 5.15 $ 5.97 $ 7.14 $8.05 - $8.15
Shares used in calculation of diluted net income per share 278,858 275,011 272,748 273,833 273,312 272.5 - 274.5M
* 2021 includes costs related to a voluntary retirement program.
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** Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
*** The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 15
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Reconciliation of GAAP Total Other Income and Expense to Non-GAAP Total Other Income and Expense

(In Millions) 2024 2025 2026E
GAAP total other income and expense $ 45 $ 30 $(43) - $(33)
Reconciling items to non-GAAP total income and expense
Other income or expense related to foreign currency forward exchange contract associated with a pending acquisition 29
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets (61) (83)
Non-GAAP total other income and expense* $ (16) $ (24) $(43) - $(33)
* The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
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February 17, 2026 Cadence Q4 and Fiscal Year 2025 Financial Results 16
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