CADENCE DESIGN SYSTEMS INC (CDNS) · Quarterly Report (10-Q) SEC Filing

PART I. FINANCIAL INFORMATION Item 1. Financial Statements CADENCE DESIGN SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) As of June 30, 2026December 31, 2025 ASSETS Current assets: Cash and cash equivalents$1,440,443 $3,001,317 Receivables, net1,065,023 944,939 Inventories390,378 303,545 Prepaid expenses and other326,049 419,872 Total current assets3,221,893 4,669,673 Property, plant and equipment, net560,161 517,004 Goodwill4,914,788 2,749,143 Acquired intangibles, net1,874,455 718,223 Deferred taxes832,566 917,733 Other assets676,462 581,372 Total assets$12,080,325 $10,153,148 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities: $823,724 $856,856 Current portion of deferred revenue1,025,118 778,435 Total current liabilities1,848,842 1,635,291 Long-term liabilities: Long-term portion of deferred revenue144,453 155,997 Long-term debt2,482,200 2,480,150 Other long-term liabilities746,867 407,529 Total long-term liabilities3,373,520 3,043,676 Commitments and contingencies (Note 14) Stockholders equity: Common stock and capital in excess of par value5,865,954 4,719,443 Treasury stock, at cost(6,755,331)(6,344,213) Retained earnings7,803,492 7,100,756 Accumulated other comprehensive loss (56,152)(1,805) Total stockholders equity6,857,963 5,474,181 Total liabilities and stockholders equity$12,080,325 $10,153,148 See notes to condensed consolidated financial statements. CADENCE DESIGN SYSTEMS, INC. CONDENSED CONSOLIDATED INCOME STATEMENTS (In thousands, except per share amounts) (Unaudited) Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 Revenue: Product and maintenance$1,430,668 $1,170,510 $2,779,590 $2,281,360 Services153,783 104,931 279,081 236,447 Total revenue1,584,451 1,275,441 3,058,671 2,517,807 Costs and expenses: Cost of product and maintenance175,183 139,298 328,495 255,970 Cost of services64,135 44,869 125,370 95,330 Marketing and sales241,034 200,595 452,519 403,295 Research and development531,273 442,057 1,039,710 881,159 General and administrative88,548 69,029 176,765 132,127 Amortization of acquired intangibles34,315 9,204 54,525 18,126 Loss related to contingent liability (Note 14) 128,545 128,545 Restructuring(352)47 (357)(62) Total costs and expenses1,134,136 1,033,644 2,177,027 1,914,490 Income from operations450,315 241,797 881,644 603,317 Interest expense(35,136)(28,948)(66,749)(58,066) Other income, net 95,055 67,758 123,442 91,048 Income before provision for income taxes510,234 280,607 938,337 636,299 Provision for income taxes143,158 120,556 235,601 202,669 Net income$367,076 $160,051 $702,736 $433,630 Net income per share basic$1.34 $0.59 $2.57 $1.60 Net income per share diluted$1.33 $0.59 $2.56 $1.59 Weighted average common shares outstanding basic273,955 271,294 273,012 271,633 Weighted average common shares outstanding diluted276,163 272,899 274,948 273,264 See notes to condensed consolidated financial statements. CADENCE DESIGN SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 Net income$367,076 $160,051 $702,736 $433,630 Other comprehensive income (loss), net of tax effects: Foreign currency translation adjustments(15,898)146,766 (53,396)212,916 Changes in defined benefit plan liabilities(45)39 (544)394 207 197 411 392 Unrealized gains (losses) on available-for-sale debt securities (326)147 (818)718 Total other comprehensive income (loss), net of tax effects (16,062)147,149 (54,347)214,420 Comprehensive income$351,014 $307,200 $648,389 $648,050 See notes to condensed consolidated financial statements. CADENCE DESIGN SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (In thousands) (Unaudited) Three Months Ended June 30, 2026 Common Stock Par ValueAccumulated and CapitalOther in ExcessTreasuryRetainedComprehensive Sharesof ParStockEarningsLossTotal Balance, March 31, 2026275,816 $5,700,929 $(6,535,792)$7,436,416 $(40,090)$6,561,463 Net income 367,076 $367,076 Other comprehensive loss, net of taxes (16,062)$(16,062) Purchase of treasury stock (580) (200,006) $(200,006) 202 20,881 (4,651) $16,230 (45)(2,746)(14,882) $(17,628) Stock-based compensation expense 146,890 $146,890 Balance, June 30, 2026275,393 $5,865,954 $(6,755,331)$7,803,492 $(56,152)$6,857,963 Three Months Ended June 30, 2025 Common Stock Par ValueAccumulated and CapitalOther in ExcessTreasuryRetainedComprehensive Sharesof ParStockEarningsIncome (Loss)Total Balance, March 31, 2025273,042 $4,327,187 $(5,693,200)$6,265,447 $(123,177)$4,776,257 Net income 160,051 $160,051 Other comprehensive income, net of taxes 147,149 $147,149 Purchase of treasury stock (607) (175,009) $(175,009) 106 7,383 (5,850) $1,533 (51)(7,023)(14,745) $(21,768) Stock-based compensation expense 118,325 $118,325 Balance, June 30, 2025272,490 $4,445,872 $(5,888,804)$6,425,498 $23,972 $5,006,538 Six Months Ended June 30, 2026 Common Stock Par ValueAccumulated and CapitalOther in ExcessTreasuryRetainedComprehensive Sharesof ParStockEarningsLoss Total Balance, December 31, 2025 271,799 $4,719,443 $(6,344,213)$7,100,756 $(1,805)$5,474,181 Net income 702,736 $702,736 Other comprehensive loss, net of taxes (54,347)$(54,347) Purchase of treasury stock (1,251) (400,006) $(400,006) 1,749 60,612 28,228 $88,840 Issuance of common stock in a business combination3,224 902,208 $902,208 Stock received for payment of employee taxes on vesting of restricted stock(128)(101,382)(39,340) $(140,722) Stock-based compensation expense 285,073 $285,073 Balance, June 30, 2026275,393 $5,865,954 $(6,755,331)$7,803,492 $(56,152)$6,857,963 Six Months Ended June 30, 2025 Common Stock Par ValueAccumulated and CapitalOther in ExcessTreasuryRetainedComprehensive Sharesof ParStockEarningsIncome (Loss) Total Balance, December 31, 2024273,851 $4,181,737 $(5,309,579)$5,991,868 $(190,448)$4,673,578 Net income 433,630 $433,630 Other comprehensive income, net of taxes 214,420 $214,420 Purchase of treasury stock (1,968) (525,016) $(525,016) 806 74,603 3,719 $78,322 (199)(36,406)(57,928) $(94,334) Stock-based compensation expense 225,938 $225,938 Balance, June 30, 2025272,490 $4,445,872 $(5,888,804)$6,425,498 $23,972 $5,006,538 See notes to condensed consolidated financial statements. CADENCE DESIGN SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2026June 30, 2025 Cash and cash equivalents at beginning of period$3,001,317 $2,644,030 Cash flows from operating activities: Net income702,736 433,630 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization201,611 106,592 Stock-based compensation285,073 225,938 Gain on divestitures and investments, net(85,817)(36,654) Deferred income taxes76,189 3,241 ROU asset amortization and change in operating lease liabilities1,072 2,629 Other non-cash items3,921 3,502 Changes in operating assets and liabilities, net of effect of acquired businesses: Receivables(38,326)(11,211) Inventories(106,987)7,528 Prepaid expenses and other56,296 (24,201) Other assets(20,470)12,239 Accounts payable and accrued liabilities(255,486)115,603 Deferred revenue169,728 21,824 Other long-term liabilities1,171 3,964 Net cash provided by operating activities990,711 864,624 Cash flows from investing activities: Purchases of investments(39,880)(21,596) Proceeds from the sale and maturity of investments162,889 1,989 Proceeds from the sale of IP and other assets 11,500 Purchases of property, plant and equipment(101,448)(67,146) Purchases of intangible assets(6,975) Cash paid in business combinations, net of cash acquired(2,100,292)(122,146) Net cash used for investing activities(2,085,706)(197,399) Cash flows from financing activities: Proceeds from revolving credit facility 600,000 Payments on revolving credit facility(600,000) 88,840 78,322 Stock received for payment of employee taxes on vesting of restricted stock(140,722)(94,334) Payments for repurchases of common stock(400,006)(525,016) Net cash used for financing activities(451,888)(541,028) Effect of exchange rate changes on cash and cash equivalents(13,991)52,535 Increase (decrease) in cash and cash equivalents (1,560,874)178,732 Cash and cash equivalents at end of period$1,440,443 $2,822,762 Supplemental cash flow information: Cash paid for interest$63,629 $55,971 Cash paid for income taxes, net 333,744 154,807 See notes to condensed consolidated financial statements. CADENCE DESIGN SYSTEMS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared by Cadence Design Systems, Inc. ( Cadence ) without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the SEC ). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted accounting principles ( U.S. GAAP ) have been condensed or omitted pursuant to such rules and regulations. However, Cadence believes that the disclosures contained in this Quarterly Report on Form 10-Q comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. These condensed consolidated financial statements are meant to be, and should be, read in conjunction with the consolidated financial statements and the notes thereto included in Cadence s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Annual Report"). The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q reflect all adjustments (which include only normal, recurring adjustments and those items discussed in these notes) that are, in the opinion of management, necessary to state fairly the results of operations, cash flows and financial position for the periods and dates presented. The results for such periods are not necessarily indicative of the results to be expected for the full fiscal year or other periods. Certain prior period amounts have been reclassified to conform to the current period presentation. Management has evaluated subsequent events through the issuance date of the unaudited condensed consolidated financial statements. Fiscal Year End Cadence s fiscal year end is December 31, and its fiscal quarters end on March 31, June 30, and September 30. Use of Estimates Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties Because Cadence operates globally, its business is subject to the effects of economic downturns or recessions in the regions in which it does business, volatility in foreign currency exchange rates relative to the U.S. dollar, inflation, increased energy costs, supply chain constraints, changing interest rates, expanded trade control laws and regulations, imposition of new or higher tariffs and geopolitical conflicts. Trade control laws and regulations have been amended over the past years, including through the imposition of certain export control restrictions concerning advanced node IC production in China and the inclusion of additional Chinese technology companies on the Entity List maintained by the U.S. Department of Commerce's Bureau of Industry and Security ( BIS ) and regulations governing the sale of certain technologies. In furtherance of these regulations, effective September 29, 2025, BIS issued an interim final rule that extended the export restrictions imposed on entities identified on the Entity List or the Military End-User List and other certain sanctioned parties, to entities that are 50% or more owned by one or more such entities. However, on November 11, 2025, BIS published a one-year suspension of the new rule that is currently set to expire on November 9, 2026, absent a future extension. These laws, regulations and rules are subject to change. Recently Adopted Accounting Standards Measurements of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-05, Financial Instruments - Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. Cadence adopted this ASU on the first day of fiscal 2026. The adoption of this ASU did not have a material impact on Cadence s consolidated financial statements and disclosures. 7 New Accounting Standards Not Yet Adopted Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU No. 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures, which requires additional disclosure of certain costs and expenses in the notes to the financial statements. The updated standard is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted and will be applied prospectively with the option for retrospective application. Cadence is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. Accounting for Internal-Use Software In September 2025, the FASB issued ASU No. 2025 06, Intangibles Goodwill and Other Internal Use Software (Subtopic 350 40): Simplifying the Accounting for Internal Use Software. The updated guidance changes the capitalization criteria for internal use software by replacing the existing stage based model with a principles based approach focused on the point at which management authorizes the software project, funding is approved, and it is probable that the software will be completed and used as intended. Costs that do not directly relate to the development of internal use software, such as training, data conversion, and ongoing maintenance, will continue to be expensed as incurred. This standard is effective for annual and interim periods beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted and the standard will be applied prospectively. Cadence does not expect the adoption of this ASU to have a material impact on its consolidated financial statements or disclosures. Interim Reporting In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements, which provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for annual and interim periods beginning after December 15, 2027. Cadence is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. NOTE 2. ACQUISITIONS Acquisition of Hexagon Design and Engineering Business On February 23, 2026, Cadence acquired all of the outstanding equity of the design and engineering ( D&E ) business of Hexagon Smart Solutions AB. The aggregate purchase consideration paid to Hexagon, net of cash acquired of $154.6 million, was $2.9 billion. The aggregate purchase consideration was comprised of $2.2 billion of cash and non-cash consideration of 3.2 million shares of Cadence common stock with an aggregate acquisition date fair value of $902.2 million. This acquisition expands Cadence s System Design and Analysis ( SD&A ) portfolio, building upon its acquisition of BETA CAE in fiscal 2024. The total purchase consideration was allocated to the assets acquired and liabilities assumed with Cadence s acquisition of the D&E business based on their respective fair values on the acquisition date as follows: Fair Value (In thousands) Current assets$267,711 Goodwill2,147,191 Acquired intangibles1,248,000 Other assets 18,317 Total assets acquired3,681,219 Current liabilities250,361 Long-term liabilities329,850 Total liabilities assumed580,211 Total purchase consideration$3,101,008 8 The recorded goodwill is attributed to intangible assets that do not qualify for separate recognition, including the acquired assembled workforce and expected synergies, and is not expected to be deductible for U.S. income tax purposes. Definite-lived intangible assets acquired with Cadence s acquisition of the D&E business were as follows: Fair ValueWeighted Average Amortization Period (In thousands) (in years) Existing technology$723,000 7.9 years Agreements and relationships507,000 7.7 years Tradenames, trademarks and patents18,000 6.0 years Total acquired intangibles with definite lives$1,248,000 7.8 years Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands) Pro forma total revenue$1,584,451 $1,348,687 $3,122,266 $2,675,666 Pro forma net income369,964 139,921 689,095 401,268 Other 2026 Acquisitions During the first half of fiscal 2026, Cadence completed three other business combinations for aggregate cash consideration of $83.5 million, net of cash acquired. The total purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition dates. Cadence recorded $42.4 million of definite-lived intangible assets with a weighted average amortization period of 6.8 years. Cadence also recognized $49.9 million of goodwill, which is primarily attributed to the assembled workforce of the acquired businesses. The majority of the goodwill recognized with these acquisitions is expected to be deductible for tax purposes. In connection with these acquisitions, Cadence paid additional immaterial amounts to third-party escrow agents that will be released to certain former shareholders of the acquired businesses, subject to continued employment with Cadence, through the first quarter of fiscal 2030. The release of these funds is subject to continuous service and other conditions and is accounted for over the required service period as post-acquisition compensation expense in Cadence s consolidated income statements. As of June 30, 2026, the allocation of purchase consideration to the acquired assets and assumed liabilities from these acquisitions was preliminary. Cadence will continue to evaluate the estimates and assumptions used to derive the fair value of certain acquired assets and assumed liabilities during the measurement period (up to one year from the acquisition date). The allocation of purchase consideration may change materially as additional information about conditions existing at the acquisition date becomes available. Cadence has not presented pro forma financial information for any of the other 2026 acquisitions because the results of operations for these businesses are not material to Cadence s condensed consolidated financial statements. 9 Acquisition-Related Transaction Costs Transaction costs associated with acquisitions, which consist of professional fees and administrative costs, are expensed as incurred and are included in general and administrative expense in Cadence s condensed consolidated income statements. During the three and six months ended June 30, 2026, transaction costs associated with acquisitions were $2.8 million and $9.3 million, respectively. During the three and six months ended June 30, 2025, transaction costs associated with acquisitions were $4.0 million and $6.0 million, respectively. NOTE 3. REVENUE Cadence groups its products and services into categories related to major design activities. The following table shows the percentage of revenue contributed by each of Cadence s product categories for the three and six months ended June 30, 2026 and June 30, 2025: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 Core EDA* 68 %71 %69 %71 % Semiconductor IP ( IP ) 15 %13 %15 %13 % System Design and Analysis17 %16 %16 %16 % Total100 %100 %100 %100 % _____________ * Includes immaterial amount of revenue accounted for under leasing arrangements. Cadence generates revenue from contracts with customers and applies judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition. Certain of Cadence s licensing arrangements allow customers the ability to remix among software products. Cadence also has arrangements with customers that include a combination of products, with the actual product selection and number of licensed users to be determined at a later date. For these arrangements, Cadence estimates the allocation of the revenue to product categories based upon the expected usage of products. Revenue by product category fluctuates from period to period based on demand for products and services, Cadence s ability to deliver them and the introduction or acquisition of new products and services. No single customer accounted for 10% or more of total revenue during the three and six months ended June 30, 2026 or June 30, 2025. Recurring revenue includes revenue recognized over time from Cadence s Core EDA software licensing arrangements, services, royalties, maintenance on IP licenses and hardware, and operating leases of hardware. Other recurring revenue includes revenue recognized at a point in time for short-term software arrangements that are typically renewed at least annually and revenue recognized at varying points in time over the term of other arrangements with non-cancelable commitments, whereby the customer commits to a fixed dollar amount over a specified period of time that can be used to purchase from a list of products. Arrangements that require future decisions on the performance obligations to be delivered do not meet the definition of a revenue contract until the customer executes a separate selection form to identify the products and services that they are purchasing. Each separate selection form under the arrangement is treated as an individual contract and accounted for based on the respective performance obligations. The remainder of Cadence s revenue is recognized at a point in time and is characterized as up-front revenue. Up-front revenue is primarily generated by sales of hardware, individual IP licenses and SD&A software licenses with a term greater than one year. The percentage of Cadence s recurring and up-front revenue in any single fiscal period is primarily impacted by delivery of hardware and IP products to its customers. The following table shows the percentage of Cadence s revenue that is classified as recurring or up-front for the three and six months ended June 30, 2026 and June 30, 2025: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 Revenue recognized over time72 %73 %72 %75 % Other recurring revenue 6 %5 %6 %5 % Recurring revenue78 %78 %78 %80 % Up-front revenue22 %22 %22 %20 % Total revenue 100 %100 %100 %100 % 10 Significant Judgments Cadence s contracts with customers often include promises to transfer to a customer multiple software and/or IP licenses and services, including professional services, technical support services, and rights to unspecified updates. Determining whether licenses and services are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. In some arrangements, such as most of Cadence s IP license arrangements and the license of certain software, Cadence has concluded that the licenses and the related updates and technical support are distinct from each other. In others, such as Cadence s time-based software arrangements, the licenses and certain services are not distinct from each other. These time-based software arrangements include multiple software licenses and updates to the licensed software products, as well as technical support, and Cadence has concluded that these promised goods and services are a single, combined performance obligation. The accounting for contracts with multiple performance obligations requires the contract s transaction price to be allocated to each distinct performance obligation based on relative stand-alone selling price ( SSP ). Judgment is required to determine the SSP for each distinct performance obligation because Cadence rarely licenses or sells products on a standalone basis. In instances where the SSP is not directly observable because Cadence does not sell the license, product or service separately, Cadence determines the SSP using information that maximizes the use of observable inputs and may include market conditions. Cadence typically has more than one SSP for individual performance obligations due to the stratification of those items by classes of customers and circumstances. In these instances, Cadence may use information such as the size of the customer and geographic region of the customer in determining the SSP. Revenue is recognized over time for Cadence s combined performance obligations that include software licenses, updates, technical support and maintenance that are separate performance obligations with the same term. For Cadence s professional services, revenue is recognized over time, generally using costs incurred or hours expended to measure progress. Judgment is required in estimating project status and the costs necessary to complete projects. A number of internal and external factors can affect these estimates, including labor rates, utilization and efficiency variances and specification and testing requirement changes. For Cadence s other performance obligations recognized over time, revenue is generally recognized using a time-based measure of progress reflecting generally consistent efforts to satisfy those performance obligations throughout the arrangement term. If a group of agreements are so closely related that they are, in effect, part of a single arrangement, such agreements are deemed to be one arrangement for revenue recognition purposes. Cadence exercises significant judgment to evaluate the relevant facts and circumstances in determining whether the separate agreements should be accounted for separately or as, in substance, a single arrangement. Cadence s judgments about whether a group of contracts comprise a single arrangement can affect the allocation of consideration to the distinct performance obligations, which could have an effect on results of operations for the periods involved. Cadence is required to estimate the total consideration expected to be received from contracts with customers. In limited circumstances, the consideration expected to be received is variable based on the specific terms of the contract or based on Cadence s expectations of the term of the contract. Generally, Cadence has not experienced significant returns or refunds to customers. These estimates require significant judgment and a change in these estimates could have an effect on its results of operations during the periods involved. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in receivables, contract assets, or contract liabilities (deferred revenue) on Cadence s condensed consolidated balance sheets. For certain software, hardware and IP agreements with payment plans, Cadence records an unbilled receivable related to revenue recognized upon transfer of control because it has an unconditional right to invoice and receive payment in the future related to those transferred products or services. Cadence records a contract asset when revenue is recognized prior to invoicing and Cadence does not have the unconditional right to invoice or retains performance risk with respect to that performance obligation. Cadence records deferred revenue when revenue is recognized subsequent to invoicing. For Cadence s time-based software agreements, customers are generally invoiced in equal, quarterly amounts, although some customers are invoiced in single or annual amounts. The contract assets reflected below are included in prepaid expenses and other in the condensed consolidated balance sheets and primarily relate to Cadence s rights to consideration for work completed but not billed as of the balance sheet date on services and customized IP contracts. The contract assets are transferred to receivables when the rights become unconditional, usually upon completion of a milestone. Cadence s contract balances as of June 30, 2026 and December 31, 2025 were as follows: As of June 30, 2026December 31, 2025 (In thousands) $39,824 $67,764 Deferred revenue1,169,571 934,432 11 Cadence recognized revenue of $202.3 million and $601.3 million during the three and six months ended June 30, 2026, respectively, and $193.6 million and $583.7 million during the three and six months ended June 30, 2025, respectively, that was included in the deferred revenue balance at the beginning of each respective fiscal year. All other activity in deferred revenue, with the exception of deferred revenue assumed from acquisitions, is due to the timing of invoices in relation to the timing of revenue as described above. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, Cadence has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing Cadence s products and services, and not to facilitate financing arrangements. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Cadence has elected to exclude the potential future royalty receipts from the remaining performance obligations. Contracted but unsatisfied performance obligations were $8.1 billion as of June 30, 2026, which included $0.9 billion of non-cancelable commitments from customers where actual product selection and quantities of specific products or services are to be determined by customers at a later date. Cadence estimates its remaining performance obligations at a point in time. Actual amounts and timing of revenue recognition may differ from these estimates largely due to changes in actual installation and delivery dates, as well as contract renewals, modifications and terminations. As of June 30, 2026, Cadence expected to recognize 58% of the contracted but unsatisfied performance obligations, excluding non-cancelable commitments, as revenue over the next 12 months, 40% over the next 13 to 36 months and the remainder thereafter. Cadence recognized revenue of $26.7 million and $51.3 million during the three and six months ended June 30, 2026, respectively, and $15.1 million and $30.0 million during the three and six months ended June 30, 2025, respectively, from performance obligations satisfied in previous periods. These amounts represent royalties earned during the period and exclude contracts with nonrefundable prepaid royalties. Nonrefundable prepaid royalties are recognized upon delivery of the IP because Cadence s right to the consideration is not contingent upon customers future shipments. NOTE 4. RECEIVABLES, NET Cadence s current and long-term receivables balances as of June 30, 2026 and December 31, 2025 were as follows: As of June 30, 2026December 31, 2025 (In thousands) Accounts receivable$504,420 $492,834 Unbilled accounts receivable564,614 455,993 Long-term receivables60,185 52,451 Total receivables1,129,219 1,001,278 Less allowance for doubtful accounts(4,011)(3,888) Total receivables, net$1,125,208 $997,390 Although most of Cadence s revenue from its hardware business comes from sales of hardware, Cadence also leases its hardware products to some customers. Revenue from leasing arrangements of its hardware product offerings is immaterial to Cadence s condensed consolidated financial statements. Assets subject to sales-type leases are reclassified at lease commencement and a net investment in the lease asset is recognized in unbilled accounts receivable in Cadence s condensed consolidated balance sheets. Cadence s net investment in sales-type leases related to its hardware business was $156.0 million and $103.5 million as of June 30, 2026 and December 31, 2025, respectively. The portion of Cadence s net investment in sales-type leases included in long-term receivables was $35.0 million and $34.0 million as of June 30, 2026 and December 31, 2025, respectively. Cadence s customers are primarily concentrated within the semiconductor and electronics systems industries. As of June 30, 2026 and December 31, 2025, no single customer accounted for 10% or more of Cadence s total receivables. 12 NOTE 5. DEBT Revolving Credit Facility In August 2024, Cadence entered into a five-year senior unsecured revolving credit facility with a group of lenders led by Bank of America, N.A., as administrative agent (the Credit Facility ). The Credit Facility provides for borrowings up to $1.25 billion, with the right to request increased capacity up to an additional $500.0 million upon the receipt of lender commitments, for total maximum borrowings of $1.75 billion. The Credit Facility expires on August 14, 2029. Any outstanding loans drawn under the Credit Facility are due at maturity on August 14, 2029, subject to an option to extend the maturity date. Outstanding borrowings may be repaid at any time prior to maturity. Cadence paid debt issuance costs of $1.3 million that were recorded to other assets in Cadence s condensed consolidated balance sheet at the inception of the agreement. The debt issuance costs will be amortized to interest expense over the term of the Credit Facility. Interest accrues on borrowings under the Credit Facility at a rate equal to, at Cadence s option, either (1) secured overnight financing rate ( SOFR ) plus a margin between 0.625% and 1.125% per annum, determined by reference to the credit rating of Cadence s unsecured debt, plus a SOFR adjustment of 0.10% or (2) the base rate plus a margin between 0.000% and 0.125% per annum, determined by reference to the credit rating of Cadence s unsecured debt. Interest is payable quarterly. A commitment fee ranging from 0.050% to 0.125% is assessed on the daily average undrawn portion of revolving commitments. Borrowings bear interest at what is estimated to be current market rates of interest. Accordingly, the carrying value of the Credit Facility approximates fair value. As of June 30, 2026, Cadence had no outstanding borrowings under the Credit Facility. The Credit Facility contains customary negative covenants that, among other things, restrict Cadence s ability to incur additional indebtedness, grant liens and make certain asset dispositions. In addition, the Credit Facility contains financial covenants that require Cadence to maintain a funded debt to EBITDA ratio not greater than 3.5 to 1, with a step up to 4 to 1 for one year following an acquisition by Cadence of at least $250.0 million that results in a pro forma leverage ratio between 3.25 to 1 and 3.75 to 1. As of June 30, 2026, Cadence was in compliance with all covenants under the Credit Facility. Senior Notes Cadence s outstanding long-term debt was as follows: June 30, 2026December 31, 2025 (In thousands) PrincipalUnamortized Discount and Issuance Costs Carrying ValuePrincipalUnamortized Discount and Issuance Costs Carrying Value 2027 Notes$500,000 $(1,488)$498,512 $500,000 $(2,073)$497,927 2029 Notes1,000,000 (6,756)993,244 1,000,000 (7,747)992,253 2034 Notes1,000,000 (9,556)990,444 1,000,000 (10,030)989,970 Total long-term debt $2,500,000 $(17,800)$2,482,200 $2,500,000 $(19,850)$2,480,150 In September 2024, Cadence issued $500.0 million aggregate principal amount of 4.200% Senior Notes due September 10, 2027 (the 2027 Notes ). Cadence received net proceeds of $496.5 million from the issuance of the 2027 Notes, net of a discount of $0.1 million and issuance costs of $3.5 million. As of June 30, 2026, the fair value of the 2027 Notes was $498.7 million. In September 2024, Cadence issued $1.0 billion aggregate principal amount of 4.300% Senior Notes due September 10, 2029 (the 2029 Notes ). Cadence received net proceeds of $989.8 million from the issuance of the 2029 Notes, net of a discount of $1.4 million and issuance costs of $8.8 million. As of June 30, 2026, the fair value of the 2029 Notes was $991.1 million. In September 2024, Cadence issued $1.0 billion aggregate principal amount of 4.700% Senior Notes due September 10, 2034 (the 2034 Notes, and together with the 2027 Notes and the 2029 Notes, the Senior Notes ). Cadence received net proceeds of $988.8 million from the issuance of the 2034 Notes, net of a discount of $1.9 million and issuance costs of $9.3 million. As of June 30, 2026, the fair value of the 2034 Notes was $978.2 million. Cadence may redeem the Senior Notes, in whole or in part, at any time or from time to time, at redemption prices specified in the governing indenture. In addition, Cadence may be required to repurchase Senior Notes upon occurrence of a change of control triggering event, as set forth in the governing indenture. The indenture governing the Senior Notes includes customary representations, warranties and restrictive covenants, including, but not limited to, restrictions on Cadence s ability to grant liens on certain assets, enter into certain sale and lease-back transactions, or merge, consolidate or sell assets, and also includes customary events of default. As of June 30, 2026, Cadence was in compliance with all covenants under the Senior Notes. 13 Both the discount and issuance costs are being amortized to interest expense over the term of the Senior Notes using the effective interest method. Interest on the Senior Notes is payable semi-annually in arrears in March and September of each year. The Senior Notes are unsecured and rank equal in right of payment to all of Cadence s existing and future senior indebtedness. NOTE 6. GOODWILL AND ACQUIRED INTANGIBLES Goodwill The changes in the carrying amount of goodwill during the six months ended June 30, 2026 were as follows: Gross Carrying Amount (In thousands) Balance as of December 31, 2025$2,749,143 Goodwill resulting from acquisitions2,198,007 (32,362) Balance as of June 30, 2026$4,914,788 Acquired Intangibles, Net Acquired intangibles as of June 30, 2026 were as follows: Gross Carrying AmountAccumulated AmortizationAcquired Intangibles, Net (In thousands) Existing technology$1,233,132 $(237,583)$995,549 Agreements and relationships995,221 (160,221)835,000 Tradenames, trademarks and patents57,008 (13,102)43,906 $2,285,361 $(410,906)$1,874,455 Acquired intangibles as of December 31, 2025 were as follows: Gross Carrying AmountAccumulated AmortizationAcquired Intangibles, Net (In thousands) Existing technology$590,211 $(256,589)$333,622 Agreements and relationships470,334 (114,697)355,637 Tradenames, trademarks and patents40,984 (12,020)28,964 $1,101,529 $(383,306)$718,223 Amortization expense from existing technology is included in cost of product and maintenance. Amortization expense for the three and six months ended June 30, 2026 and June 30, 2025 by condensed consolidated income statement caption was as follows: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands) Cost of product and maintenance$45,607 $14,499 $76,346 $30,993 Amortization of acquired intangibles34,315 9,204 54,525 18,126 Total amortization of acquired intangibles$79,922 $23,703 $130,871 $49,119 14 As of June 30, 2026, the estimated amortization expense for intangible assets with definite lives was as follows for the following five fiscal years and thereafter: (In thousands) 2026 - remaining period$158,144 2027294,805 2028287,452 2029261,824 2030217,050 2031194,213 Thereafter460,967 Total estimated amortization expense$1,874,455 NOTE 7. STOCK-BASED COMPENSATION Stock-based compensation expense is reflected in Cadence s condensed consolidated income statements for the three and six months ended June 30, 2026 and June 30, 2025 as follows: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands) Cost of product and maintenance$3,205 $2,122 $6,211 $4,276 Cost of services3,660 2,449 7,081 4,915 Marketing and sales26,285 22,857 50,387 44,528 Research and development93,318 73,188 180,659 140,277 General and administrative20,422 17,709 40,735 31,942 Total stock-based compensation expense$146,890 $118,325 $285,073 $225,938 Cadence had total unrecognized compensation expense related to stock option and restricted stock grants of $970.8 million as of June 30, 2026, which is expected to be recognized over a weighted average vesting period of 2.2 years. NOTE 8. STOCK REPURCHASE PROGRAM Cadence is authorized to repurchase shares of its common stock under a publicly announced program that was most recently increased by its Board of Directors in May 2025. The actual timing and amount of repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. As of June 30, 2026, $1.0 billion of Cadence s share repurchase authorization remained available to repurchase shares of Cadence common stock. The shares repurchased under Cadence s repurchase authorizations and the total cost of repurchased shares, including commissions, during the three and six months ended June 30, 2026 and June 30, 2025 were as follows: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands) Shares repurchased580 607 1,251 1,968 Total cost of repurchased shares$200,006 $175,009 $400,006 $525,016 15 NOTE 9. OTHER INCOME, NET Cadence s other income, net, for the three and six months ended June 30, 2026 and June 30, 2025 was as follows: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands) Interest income$9,937 $25,978 $28,202 $52,200 Gain on sale of IP and other assets 11,500 Gain on investments71,892 38,445 85,817 25,154 Gain on securities in Nonqualified Deferred Compensation ( NQDC ) trust11,430 7,778 8,604 6,205 Gain (loss) on foreign exchange 910 (4,172)468 (3,363) Other income (expense), net886 (271)351 (648) Total other income, net $95,055 $67,758 $123,442 $91,048 For additional information relating to Cadence s investment activity, see Note 11 in the notes to condensed consolidated financial statements. NOTE 10. NET INCOME PER SHARE Basic net income per share is computed by dividing net income during the period by the weighted average number of shares of common stock outstanding during that period, less unvested restricted stock awards. Diluted net income per share is impacted by equity instruments considered to be potential common shares, if dilutive, computed using the treasury stock method of accounting. The calculations for basic and diluted net income per share for the three and six months ended June 30, 2026 and June 30, 2025 are as follows: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands, except per share amounts) Net income$367,076 $160,051 $702,736 $433,630 Weighted average common shares used to calculate basic net income per share273,955 271,294 273,012 271,633 Stock-based awards2,208 1,605 1,936 1,631 Weighted average common shares used to calculate diluted net income per share276,163 272,899 274,948 273,264 Net income per share - basic$1.34 $0.59 $2.57 $1.60 Net income per share - diluted$1.33 $0.59 $2.56 $1.59 The following table presents shares of Cadence s common stock outstanding for the three and six months ended June 30, 2026 and June 30, 2025 that were excluded from the computation of diluted net income per share because the effect of including these shares in the computation of diluted net income per share would have been anti-dilutive: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands) Market-based awards 1,536 1,472 1,532 830 Options to purchase shares of common stock9 206 101 220 Non-vested shares of restricted stock3 22 595 106 Total potential common shares excluded1,548 1,700 2,228 1,156 16 NOTE 11. INVESTMENTS Investments in Equity Securities Marketable Equity Investments Cadence s investments in marketable equity securities consist of purchased shares of publicly held companies and are included in prepaid expenses and other in Cadence s condensed consolidated balance sheets. Changes in the fair value of these investments are recorded to other income, net in Cadence s condensed consolidated income statements. The carrying value of marketable equity investments was $11.2 million and $83.2 million as of June 30, 2026 and December 31, 2025, respectively. Non-Marketable Equity Investments Cadence s investments in non-marketable equity securities generally consist of stock or other instruments of privately held entities and are included in other assets on Cadence s condensed consolidated balance sheets. Cadence holds a 10.5% interest in a privately held company that is accounted for using the equity method of accounting. The carrying value of this investment was $46.6 million and $51.0 million as of June 30, 2026 and December 31, 2025, respectively. Cadence records its proportionate share of net income from the investee, offset by amortization of basis differences, to other income, net in Cadence s condensed consolidated income statements. Losses on this investment were not material to Cadence s condensed consolidated financial statements for the periods presented. Cadence also holds other non-marketable investments in privately held companies where Cadence does not have the ability to exercise significant influence and the fair value of the investments is not readily determinable. The carrying value of these investments was $43.0 million and $16.6 million as of June 30, 2026 and December 31, 2025, respectively. Gains and losses on these investments were not material to Cadence s condensed consolidated financial statements for the periods presented. The portion of net gains included in Cadence s condensed consolidated income statements related to equity securities still held at the end of the period were as follows: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands) Net gains recognized on equity securities$72,066 $38,470 $85,770 $25,211 Less: Net gains recognized on equity securities sold(65,844) (65,110) Net gains recognized on equity securities still held$6,222 $38,470 $20,660 $25,211 Investments in Debt Securities The following is a summary of Cadence s available-for-sale debt securities recorded within prepaid expenses and other on its condensed consolidated balance sheets: As of June 30, 2026 Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value (In thousands) Available-for-sale debt securities Mortgage-backed and asset-backed securities$80,392 $375 $(540)$80,227 $80,392 $375 $(540)$80,227 As of December 31, 2025 Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value (In thousands) Available-for-sale debt securities Mortgage-backed and asset-backed securities$70,317 $852 $(199)$70,970 $70,317 $852 $(199)$70,970 (In thousands) Due within 1 year $766 Due after 1 year through 5 years22,219 Due after 5 years through 10 years27,961 Due after 10 years29,281 Total$80,227 As of June 30, 2026, Cadence did not intend to sell any of its available-for-sale debt securities in an unrealized loss position, and it was more likely than not that Cadence will hold the securities until maturity or a recovery of the cost basis. NOTE 12. FAIR VALUE Inputs to valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Cadence s market assumptions. These two types of inputs have created the following fair value hierarchy: Level 1 Quoted prices for identical instruments in active markets; Level 2 Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires Cadence to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. Cadence recognizes transfers between levels of the hierarchy based on the fair values of the respective financial instruments at the end of the reporting period in which the transfer occurred. There were no transfers between levels of the fair value hierarchy during the six months ended June 30, 2026. On a quarterly basis, Cadence measures at fair value certain financial assets and liabilities. The fair value of financial assets and liabilities was determined using the following levels of inputs as of June 30, 2026 and December 31, 2025: Fair Value Measurements as of June 30, 2026 TotalLevel 1Level 2Level 3 (In thousands) Assets Cash equivalents: Money market funds$527,370 $527,370 $ $ Marketable securities: Marketable equity securities11,165 11,165 Mortgage-backed and asset-backed securities80,227 80,227 126,317 126,317 $745,079 $664,852 $80,227 $ TotalLevel 1Level 2Level 3 (In thousands) Liabilities Foreign currency exchange contracts$13,818 $ $13,818 $ Total Liabilities$13,818 $ $13,818 $ Fair Value Measurements as of December 31, 2025 TotalLevel 1Level 2Level 3 (In thousands) Assets Cash equivalents: Money market funds$2,100,210 $2,100,210 $ $ Marketable securities: Marketable equity securities83,244 83,244 Mortgage-backed and asset-backed securities70,970 70,970 Securities held in NQDC trust117,732 117,732 $2,372,156 $2,301,186 $70,970 $ TotalLevel 1Level 2Level 3 (In thousands) Liabilities Foreign currency exchange contracts$25,999 $ $25,999 $ Total Liabilities$25,999 $ $25,999 $ Level 1 Measurements Cadence s cash equivalents held in money market funds, marketable equity securities and the trading securities held in Cadence s NQDC trust are measured at fair value using Level 1 inputs. Level 2 Measurements The valuation techniques used to determine the fair value of Cadence s investments in marketable debt securities, foreign currency forward exchange contracts and Senior Notes are classified within Level 2 of the fair value hierarchy. For additional information relating to Cadence s debt arrangements, see Note 5 in the notes to condensed consolidated financial statements. Level 3 Measurements During the six months ended June 30, 2026, Cadence acquired intangible assets of $1.3 billion primarily through its acquisition of the D&E business. The fair value of the intangible assets acquired was determined using variations of the income approach that utilizes unobservable inputs classified as Level 3 measurements. For existing technology acquired with the D&E business, the fair value was determined by applying the relief-from-royalty method. This method is based on the application of a royalty rate to forecasted revenue to quantify the benefit of owning the intangible asset rather than paying a royalty for use of the asset. To estimate royalty savings over time, Cadence projected revenue from the acquired existing technology over the estimated remaining life of the technology, including the effect of assumed technological obsolescence, before applying an assumed royalty rate. Cadence assumed technological obsolescence between 7% and 17% annually, before applying an assumed royalty rate between 35% and 40% and a discount rate of 10%. For agreements and relationships acquired with the D&E business, the fair value was determined by using the multi-period excess earnings method. This method reflects the present value of the projected cash flows that are expected to be generated from existing customers, less charges representing the contribution of other assets to those cash flows. Projected income from existing customer relationships was determined using a customer retention rate between 90% and 98%. The present value of operating cash flows from existing customers was determined using a discount rate between 6% and 10%. For additional information relating to Cadence s acquisitions, see Note 2 in the notes to condensed consolidated financial statements. 19 NOTE 13. BALANCE SHEET COMPONENTS A summary of certain balance sheet components as of June 30, 2026 and December 31, 2025 were as follows: As of June 30, 2026December 31, 2025 (In thousands) Inventories: Raw materials$312,290 $245,487 Work-in-process 3,223 14,665 Finished goods74,865 43,393 Inventories $390,378 $303,545 Operating lease liabilities$169,159 $136,289 Deferred income taxes 349,873 47,997 Other accrued liabilities 227,835 223,243 Other long-term liabilities$746,867 $407,529 NOTE 14. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, Cadence is involved in various disputes and litigation that arise in the ordinary course of business. These include disputes and legal proceedings related to intellectual property, indemnification obligations, mergers and acquisitions, licensing, contracts, customers, products, distribution and other commercial arrangements and employee relations matters. Cadence is also subject from time to time to inquiries, investigations and regulatory proceedings involving governments and regulatory agencies in the jurisdictions in which Cadence operates. At least quarterly, Cadence reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount or the range of loss can be estimated, Cadence accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on Cadence s judgments using the best information available at the time. As additional information becomes available, Cadence reassesses the potential liability related to pending claims and legal proceedings and may revise estimates. As previously disclosed, in July 2025, Cadence reached a settlement with each of BIS and the U.S. Department of Justice ( DOJ ) that resolved matters relating to export violations that took place between 2015 and 2021. As part of the settlements, Cadence entered into a plea agreement with the DOJ pursuant to which Cadence agreed to plead guilty to one count of conspiracy to commit export controls violations. In addition, Cadence entered into an administrative settlement agreement with BIS. The agreements include ongoing audit, compliance and other obligations. Under these agreements, Cadence paid BIS and the DOJ aggregate net penalties and forfeitures of $140.6 million during the fiscal quarter ended September 30, 2025. Cadence recorded a charge of $128.5 million within Loss related to contingent liability in its condensed consolidated income statement during the three and six months ended June 30, 2025. Other Contingencies Cadence provides its customers with a warranty on sales of hardware products, generally for a 90-day period. Cadence did not incur any significant costs related to warranty obligations during the three and six months ended June 30, 2026 or June 30, 2025. Cadence s product license and services agreements typically include a limited indemnification provision for claims from third parties relating to Cadence s intellectual property. If the potential loss from any indemnification claim is considered probable and the amount or the range of loss can be estimated, Cadence accrues a liability for the estimated loss. Cadence did not incur any material losses from indemnification claims during the three and six months ended June 30, 2026 or June 30, 2025. 20 NOTE 15. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss was comprised of the following as of June 30, 2026 and December 31, 2025: As of June 30, 2026December 31, 2025 (In thousands) Foreign currency translation gains (losses) $(39,130)$14,266 Changes in defined benefit plan liabilities(10,837)(10,293) Unrealized losses on derivatives designated as hedging instruments (6,020)(6,431) Unrealized gains (losses) on available-for-sale debt securities(165)653 Total accumulated other comprehensive loss $(56,152)$(1,805) For the three and six months ended June 30, 2026 and June 30, 2025, there were no significant amounts reclassified from accumulated other comprehensive loss to net income. NOTE 16. SEGMENT REPORTING Segment reporting is based on the management approach, following the method that management organizes the company s reportable segments for which separate financial information is made available to, and evaluated regularly by, the chief operating decision maker in allocating resources and in assessing performance. Cadence operates as one operating segment. Cadence s chief operating decision maker ( CODM ) is its CEO. The CODM makes decisions on resource allocation and assesses performance of the business based on Cadence s consolidated results, including net income. For additional information on Cadence s revenue, including the nature and timing of revenue from contracts with customers, see Note 3 in the notes to condensed consolidated financial statements. The following table presents revenue, significant expenses and net income for the three and six months ended June 30, 2026 and June 30, 2025: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands) Revenue $1,584,451 $1,275,441 $3,058,671 $2,517,807 Costs and Expenses: Salary, benefits and other employee-related costs617,106 521,608 1,197,210 1,064,265 Stock-based compensation146,890 118,325 285,073 225,938 Manufacturing costs 104,477 101,480 215,327 183,149 Facilities and other infrastructure costs 58,043 47,277 113,001 91,115 Depreciation and amortization 116,989 53,676 201,611 106,592 Professional services 63,956 37,684 117,756 70,143 Loss related to contingent liability(1) 128,545 128,545 Restructuring (352)47 (357)(62) Other segment items(2) (58,091)(16,778)(47,834)5,957 Interest income(9,937)(25,978)(28,202)(52,200) Interest expense35,136 28,948 66,749 58,066 Provision for income taxes143,158 120,556 235,601 202,669 Net income$367,076 $160,051 $702,736 $433,630 _____________ (1) For information regarding the loss related to a contingent liability, see Note 14 in the notes to condensed consolidated financial statements. (2) Other segment items include direct costs for advertising, marketing events, travel, entertainment, bad debt and other operating expense categories that are not considered significant individually. It also includes non-operating expenses such as gains and losses on investments, foreign currency and other non-operating expenses that are not considered significant individually. 21 Outside the United States, Cadence markets and supports its products and services primarily through its subsidiaries. Revenue is attributed to geography based upon the country in which the product is used, or services are delivered. Long-lived assets are attributed to geography based on the country where the assets are located. The following table presents a summary of revenue by geography for the three and six months ended June 30, 2026 and June 30, 2025: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In thousands) Americas: United States$656,122 $591,265 $1,256,892 $1,160,232 Other Americas22,315 39,072 77,614 68,684 Total Americas678,437 630,337 1,334,506 1,228,916 Asia: China236,207 120,717 425,576 260,098 Japan104,737 85,976 197,384 154,127 Other Asia321,756 238,225 616,478 478,737 Total Asia662,700 444,918 1,239,438 892,962 Europe, Middle East and Africa ( EMEA ) 243,314 200,186 484,727 395,929 Total$1,584,451 $1,275,441 $3,058,671 $2,517,807 The following table presents a summary of long-lived assets by geography as of June 30, 2026 and December 31, 2025: As of June 30, 2026December 31, 2025 (In thousands) Americas: United States$479,654 $439,902 Other Americas10,778 10,114 Total Americas490,432 450,016 Asia: China22,372 23,014 India 133,117 92,470 Japan 5,471 4,079 Other Asia16,109 18,374 Total Asia177,069 137,937 EMEA103,404 105,015 Total$770,905 $692,968 22 Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q (this Quarterly Report ) and in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our Annual Report ). This Quarterly Report contains statements that are not historical in nature, are predictive, or that depend upon or refer to future events or conditions or contain other forward-looking statements. Statements including, but not limited to, statements regarding the extent, timing and mix of future revenues and customer demand; the deployment of our products and services; the impact of the macroeconomic and geopolitical environment, including but not limited to, expanded trade controls, tariffs, conflicts around the world, volatility in foreign currency exchange rates, inflation, increased energy costs, supply chain constraints and changes in interest rates; the impact of government actions; future costs, expenses, tax rates and uses of cash; legal, administrative and tax proceedings; obligations under our BIS and DOJ settlement agreements; restructuring actions and associated charges and benefits; pending acquisitions, the accounting for acquisitions and integration of acquired businesses; and other statements using words such as anticipates, believes, could, estimates, expects, forecasts, intends, may, plans, projects, should, targets, will and would, and words of similar import and the negatives thereof, constitute forward-looking statements. These statements are predictions based upon our current expectations about future events. Actual results could vary materially as a result of certain factors, including, but not limited to, those expressed in these statements. We refer you to the Results of Operations, Quantitative and Qualitative Disclosures About Market Risk, and Liquidity and Capital Resources sections contained in this Quarterly Report, the "Risk Factors" section contained in our Annual Report and this Quarterly Report, and the risks discussed in our other Securities and Exchange Commission ( SEC ) filings, which identify important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this Quarterly Report are made only as of the date of this Quarterly Report. We disclaim any obligation to update these forward-looking statements, except as required by law. As used in this Quarterly Report on Form 10-Q, we, us, our company and "Cadence mean Cadence Design Systems, Inc. and our subsidiaries, unless the context indicates or requires otherwise. Business Overview Cadence is a global technology leader that develops computational, AI-driven software, accelerated hardware, and silicon intellectual property ( IP ) products and solutions. Our customers include companies that design and manufacture semiconductors, as well as companies that design and manufacture electromechanical systems containing various types of semiconductor and other electronics. Our products and solutions empower our customers to design, verify and bring to life new and innovative products. Our mission is to empower the world s most innovative companies to deliver extraordinary electronic products that drive the global economy and improve everyday life. Semiconductors, also referred to as integrated circuits ( ICs ), or chips, are integral components in a wide range of products across multiple industries, including both industrial and consumer end markets. As our customers tackle the challenges of designing increasingly intricate systems, they rely on our advanced AI-driven computational software, hardware, IP, and services to manage this complexity without proportional cost increases. Our products and solutions are critical for optimizing the performance, power, and area ( PPA ) of semiconductors and electronic systems while accelerating time-to-market. In alignment with our intelligent system design ( ISD ) strategy, we organize our offerings into three tightly integrated product categories: Core EDA, Semiconductor IP, and System Design and Analysis ( SD&A ). Core EDA encompasses the software, hardware, and services essential for the design and verification of a wide range of semiconductors. Our Semiconductor IP portfolio includes silicon subsystems, software, and related services that accelerate the semiconductor design process. The SD&A category provides solutions and services that enable the design and verification of complete electronic systems, from printed circuit boards to complex system assemblies. These offerings are tightly integrated to provide complete design solutions for our customers. For additional information about our products, see the discussion in Item 1, Business, under the heading Product Categories, in our Annual Report. Management uses certain performance indicators to manage our business, including revenue, certain elements of operating expenses and cash flow from operations, and we describe these items further below under the headings Results of Operations and Liquidity and Capital Resources. 23 Acquisitions As part of our ISD strategy, we invest in and acquire complementary businesses, joint ventures, services and technologies and IP rights. The size and timing of these investments and acquisitions may affect comparability of revenue, expenses and cash flows between fiscal periods. On February 23, 2026, we completed our acquisition of the design and engineering ( D&E ) business of Hexagon Smart Solutions AB. This acquisition accelerates our ISD strategy by expanding our SD&A portfolio, building upon our acquisition of BETA CAE in fiscal 2024. The acquisition includes substantially all of the subsidiaries and related assets comprising Hexagon's design and engineering business. For the three and six months ended June 30, 2026, revenue associated with contracts assumed with our acquisition of the D&E business was primarily classified as product and maintenance revenue in our SD&A product category, and cost of revenue associated with these contracts was primarily classified as cost of product and maintenance in our condensed consolidated income statements. Macroeconomic and Geopolitical Environment Because we operate globally, our business is subject to the effects of economic downturns or recessions in the regions in which we do business, volatility in foreign currency exchange rates relative to the U.S. dollar, inflation, increased energy costs, supply chain constraints, changing interest rates, expanded trade control laws and regulations, imposition of new or higher tariffs and geopolitical conflicts. Trade control laws and regulations have been amended over the past years, including through the imposition of certain export control restrictions concerning advanced node IC production in China and the inclusion of additional Chinese technology companies on the BIS Entity List and regulations governing the sale of certain technologies. In furtherance of these regulations, effective September 29, 2025, BIS issued an interim final rule that extended the export restrictions imposed on entities identified on the Entity List or the Military End-User List and other certain sanctioned parties, to entities that are 50% or more owned by one or more such entities. However, on November 11, 2025, BIS published a one-year suspension of the new rule that is currently set to expire on November 9, 2026, absent a future extension. We expect the impact of these current expanded trade control laws and regulations on our business to be limited, but we will continue to monitor future developments. These laws, regulations and rules are subject to change. In addition, U.S. President Trump has imposed new and higher U.S. tariffs on imports from many countries, including China, Canada and Mexico. In February 2026, the U.S. Supreme Court struck down tariffs previously imposed under the International Emergency Economic Powers Act. However, tariffs imposed pursuant to other statutes remain in effect, and the administration has announced new tariff measures under alternative legal authorities and has continued to implement and pursue significant changes to U.S. trade policies, treaties and tariffs and conduct investigations on imports from foreign countries. In response, China and other countries have announced retaliatory tariffs on imports of U.S. goods and other countermeasures, though certain retaliatory measures have been suspended pursuant to bilateral negotiations and trade framework agreements. We are monitoring these developments, including any pauses, escalations, exemptions, court rulings, refunds, replacements and new investigations, with respect to the threatened or imposed tariffs and trade policy, and will continue to assess their potential impact on our business either directly, such as on our hardware business and cost of imported components, or due to downstream effects on our customers and the broader economy. We also continuously monitor geopolitical conflicts around the world, including the conflict with Iran and other conflicts in the Middle East, and assess their impact on our business. To date, these conflicts have not materially limited our ability to develop or support our products and have not had a material impact on our results of operations, financial condition, liquidity or cash flows. While our business model provides some resilience against these factors, we will continue to monitor the direct and indirect impacts of these or similar circumstances on our business and financial results. For additional information on the potential impact of macroeconomic conditions on our business, see the Risk Factors section in our Annual Report and this Quarterly Report. Critical Accounting Estimates In preparing our condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our condensed consolidated balance sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. At least quarterly, we evaluate our assumptions, judgments and estimates, and make changes as deemed necessary. For additional information about our critical accounting estimates, see the discussion in Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operations, under the heading Critical Accounting Estimates in our Annual Report. New Accounting Standards For additional information about the adoption of new accounting standards, see Note 1 in the notes to condensed consolidated financial statements. 24 Results of Operations Our financial results reflect the following for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (unless otherwise stated): Growth in revenue from our hardware, software and IP offerings, including revenue from our recent acquisitions; Increases in operating expenses related to marketing, sales and research and development activities from continued investment in research and development and technical sales support, including additional headcount from acquisitions; Increased amortization of acquired intangibles from our recent acquisitions; and A loss related to a contingent liability recognized in the prior-year period. Revenue We primarily generate revenue from licensing our software and IP, selling or leasing our hardware products, providing maintenance for our software, hardware and IP, providing engineering and cloud services and earning royalties generated from the use of our IP. The timing of our revenue is significantly affected by the mix of software, hardware and IP products generating revenue in any given period and whether the revenue is recognized over time or at a point in time, upon completion of delivery. Recurring revenue includes revenue recognized over time from our Core EDA software licensing arrangements, services, royalties, maintenance on IP licenses and hardware, and operating leases of hardware. Other recurring revenue includes revenue recognized at a point in time for short-term software arrangements that are typically renewed at least annually and revenue recognized at varying points in time over the term of other arrangements with non-cancelable commitments, whereby the customer commits to a fixed dollar amount over a specified period of time that can be used to purchase from a list of products. Arrangements that require future decisions on the performance obligations to be delivered do not meet the definition of a revenue contract until the customer executes a separate selection form to identify the products and services that they are purchasing. Each separate selection form under the arrangement is treated as an individual contract and accounted for based on the respective performance obligations. The remainder of our revenue is recognized at a point in time and is characterized as up-front revenue. Up-front revenue is primarily generated by our sales of hardware products, individual IP licenses and SD&A software licenses with a term greater than one year. The percentage of our recurring and up-front revenue and fluctuations in revenue within our geographies in any single fiscal period are primarily impacted by delivery of hardware and IP products to our customers. The following table shows the percentage of our revenue that is classified as recurring or up-front for the three and six months ended June 30, 2026 and June 30, 2025: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 Revenue recognized over time72 %73 %72 %75 % Other recurring revenue 6 %5 %6 %5 % Recurring revenue78 %78 %78 %80 % Up-front revenue22 %22 %22 %20 % Total revenue 100 %100 %100 %100 % The following table shows the percentage of recurring revenue for the twelve-month periods ending concurrently with our five most recent fiscal quarters: Trailing Twelve Months Ended June 30, 2026March 31, 2026December 31, 2025September 30, 2025June 30, 2025 Recurring revenue79 %79 %80 %80 %80 % Up-front revenue21 %21 %20 %20 %20 % Total100 %100 %100 %100 %100 % The percentage of revenue characterized as recurring compared to revenue characterized as up-front may vary between fiscal quarters. On an annual basis, we expect recurring and up-front revenue as a percentage of total revenue to remain relatively consistent. 25 Revenue by Period The following table shows our revenue for the three months ended June 30, 2026 and June 30, 2025 and the change in revenue between periods: Three Months Ended Change June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) Product and maintenance$1,430.7 $1,170.5 $260.2 22 % Services153.8 104.9 48.9 47 % Total revenue$1,584.5 $1,275.4 $309.1 24 % The following table shows our revenue for the six months ended June 30, 2026 and June 30, 2025 and the change in revenue between periods: Six Months EndedChange June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) Product and maintenance$2,779.6 $2,281.4 $498.2 22 % Services279.1 236.4 42.7 18 % Total revenue$3,058.7 $2,517.8 $540.9 21 % Product and maintenance revenue increased during the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, due to growth in revenue from our software, hardware and IP product offerings as a result of existing customers continued investment in complex designs for their products. Services revenue may fluctuate from period to period based on the timing of fulfillment of our services and IP performance obligations. No single customer accounted for 10% or more of total revenue during the three and six months ended June 30, 2026 or June 30, 2025. Revenue by Product Category The following table shows the percentage of revenue contributed by each of our product categories for the past five consecutive quarters: Three Months Ended June 30, 2026March 31, 2026December 31, 2025September 30, 2025June 30, 2025 Core EDA 68 %71 %69 %71 %71 % Semiconductor IP 15 %14 %15 %14 %13 % System Design and Analysis17 %15 %16 %15 %16 % Total100 %100 %100 %100 %100 % Revenue from any one product category as a percentage of total revenue may fluctuate from period to period based on the mix of products and services sold in a given period, the timing of revenue recognition, particularly for our hardware, IP and SD&A software products for which revenue is recognized up-front, which are affected by demand for, and our ability to deliver, existing products and services as well as the introduction or acquisition of new products and services. 26 Revenue by Geography The following table shows revenue by geographic region for the three and six months ended June 30, 2026 and June 30, 2025 and the change in revenue between periods: Three Months Ended Change June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) United States$656.1 $591.2 $64.9 11 % Other Americas22.3 39.1 (16.8)(43)% China236.2 120.7 115.5 96 % Japan104.8 86.0 18.8 22 % Other Asia321.8 238.2 83.6 35 % Europe, Middle East and Africa ( EMEA ) 243.3 200.2 43.1 22 % Total revenue$1,584.5 $1,275.4 $309.1 24 % During the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, revenue growth in the United States, China, Japan, Other Asia and EMEA was primarily driven by growth in revenue from our software product offerings and by increased demand for, and our ability to deliver, our IP offerings to our customers in these geographies. Our ability to deliver our hardware offerings also contributed to period over period revenue growth in China, Other Asia and EMEA. During the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, the decrease in revenue in Other Americas was primarily driven by the timing of design services provided to our customers in that geography. Six Months EndedChange June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) United States$1,256.9 $1,160.2 $96.7 8 % Other Americas77.6 68.7 8.9 13 % China425.6 260.1 165.5 64 % Japan197.4 154.1 43.3 28 % Other Asia616.5 478.8 137.7 29 % EMEA 484.7 395.9 88.8 22 % Total revenue$3,058.7 $2,517.8 $540.9 21 % During the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, revenue from our software product offerings contributed to growth in each of our six geographies. Revenue growth in the United States, Other Americas, China, Japan and EMEA also benefited from increased customer demand for, and our ability to deliver, our hardware product offerings to our customers in these geographies. Our ability to deliver our IP offerings also contributed to period over period revenue growth in Other Americas, China, Japan, Other Asia and EMEA. Additionally, for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, the increase in revenue in China was partially attributable to export license requirements that were temporarily imposed by BIS on EDA Software and Technology from May to July of fiscal 2025, which impacted our ability to deliver software offerings to our customers in China. 27 Revenue by Geography as a Percent of Total Revenue: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 United States42 %46 %41 %46 % Other Americas1 %3 %3 %3 % China15 %9 %14 %10 % Japan7 %7 %6 %6 % Other Asia20 %19 %20 %19 % EMEA15 %16 %16 %16 % Total100 %100 %100 %100 % Most of our revenue is transacted in the U.S. dollar. However, certain revenue transactions are denominated in foreign currencies. For an additional description of how changes in foreign exchange rates affect our condensed consolidated financial statements, see the discussion under Item 3, Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Risk. Cost of Revenue Three Months Ended Change June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) Cost of product and maintenance$175.2 $139.3 $35.9 26 % Cost of services64.1 44.9 19.2 43 % Six Months EndedChange June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) Cost of product and maintenance$328.5 $256.0 $72.5 28 % Cost of services125.4 95.3 30.1 32 % Cost of Product and Maintenance Cost of product and maintenance includes costs associated with the sale and lease of our hardware products and licensing of our software and IP products, certain employee salary and benefits and other employee-related costs, cost of our customer support services, amortization of technology-related acquired intangibles, costs of technical documentation and royalties payable to third-party vendors. Cost of product and maintenance depends primarily on our hardware product sales in any given period, but is also affected by employee salary and benefits and other employee-related costs, reserves for inventory, and the timing and extent to which we acquire intangible assets, license third-party technology or IP, and sell our products that include such acquired or licensed assets, technology or IP. A summary of cost of product and maintenance is as follows: Three Months Ended Change June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) Product and maintenance-related costs$129.6 $124.8 $4.8 4 % Amortization of acquired intangibles45.6 14.5 31.1 214 % Total cost of product and maintenance$175.2 $139.3 $35.9 26 % 28 Six Months EndedChange June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) Product and maintenance-related costs$252.2 $225.0 $27.2 12 % Amortization of acquired intangibles76.3 31.0 45.3 146 % Total cost of product and maintenance$328.5 $256.0 $72.5 28 % The changes in product and maintenance-related costs for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, were due to the following: Change Three Months Ended Six Months Ended (In millions) Hardware product costs$(0.3)$18.5 Salary, benefits and other employee-related costs2.5 4.4 Other items2.6 4.3 Total change in product and maintenance-related costs$4.8 $27.2 Costs associated with our hardware products include components, assembly, testing, applicable reserves and overhead. These costs make our cost of hardware products higher, as a percentage of revenue, than our cost of software and IP products. Hardware costs may vary from period to period based on the mix of hardware products delivered to customers during each period and the timing of charges for excess or obsolete inventory. Amortization of acquired intangibles included in cost of product and maintenance may fluctuate from period to period depending on the timing of newly acquired assets relative to assets becoming fully amortized in any given period. The increase in amortization of intangibles during the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, is primarily due to definite-lived intangible assets acquired with our acquisition of the D&E business. Cost of Services Cost of services primarily includes employee salary, benefits and other employee-related costs to perform work on revenue-generating projects, costs to maintain the infrastructure necessary to manage a services organization and provide cloud-based offerings, and direct costs associated with certain design services. Cost of services may fluctuate from period to period based on our utilization of design services engineers on revenue-generating projects rather than internal development projects and the timing of design service projects being completed. Operating Expenses Our operating expenses include marketing and sales, research and development, and general and administrative expenses. Factors that tend to cause our operating expenses to fluctuate include changes in the number of employees due to hiring and acquisitions, industry trends for salary and other employee benefits, the timing and nature of restricted stock grants, foreign exchange rate movements, acquisition-related costs, and volatility in variable compensation programs that are driven by operating results. We expect our operating expenses will increase during the remainder of fiscal 2026, as compared to fiscal 2025, due to our recent acquisitions. Many of our operating expenses are transacted in various foreign currencies. We recognize lower expenses in periods when the U.S. dollar strengthens in value against other currencies and we recognize higher expenses when the U.S. dollar weakens against other currencies. For an additional description of how changes in foreign exchange rates affect our condensed consolidated financial statements, see the discussion in Item 3, Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Risk. 29 Our operating expenses for the three and six months ended June 30, 2026 and June 30, 2025 were as follows: Three Months Ended Change June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) Marketing and sales$241.0 $200.6 $40.4 20 % Research and development531.3 442.1 89.2 20 % General and administrative88.5 69.0 19.5 28 % Total operating expenses$860.8 $711.7 $149.1 21 % Six Months EndedChange June 30, 2026June 30, 2025AmountPercentage (In millions, except percentages) Marketing and sales$452.5 $403.3 $49.2 12 % Research and development1,039.7 881.2 158.5 18 % General and administrative176.8 132.1 44.7 34 % Total operating expenses$1,669.0 $1,416.6 $252.4 18 % Our operating expenses, as a percentage of total revenue, for the three and six months ended June 30, 2026 and June 30, 2025 were as follows: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 Marketing and sales15 %16 %15 %16 % Research and development33 %34 %34 %35 % General and administrative6 %5 %6 %5 % Total operating expenses54 %55 %55 %56 % Marketing and Sales The increase in marketing and sales expense for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, was due to the following: Change Three Months Ended Six Months Ended (In millions) Salary, benefits and other employee-related costs$26.6 $31.8 Professional services 4.5 7.1 Stock-based compensation3.4 5.9 Facilities and other infrastructure costs3.1 4.9 2.8 (0.5) Total change in marketing and sales expense$40.4 $49.2 Salary, benefits and other employee-related costs and stock-based compensation included in marketing and sales expense increased during the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to our continued investment in attracting and retaining talent dedicated to technical sales support, including additional headcount from acquisitions. We expect to continue attracting and retaining talent dedicated to technical sales support through hiring and acquisitions. 30 Research and Development The increase in research and development expense for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, was due to the following: Change Three Months Ended Six Months Ended (In millions) Salary, benefits and other employee-related costs$50.2 $85.0 Stock-based compensation20.1 40.4 Facilities and other infrastructure costs12.4 25.0 Professional services9.0 10.8 Other items(2.5)(2.7) Total change in research and development expense$89.2 $158.5 Salary, benefits and other employee-related costs and stock-based compensation included in research and development expense increased during the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to our continued investment in attracting and retaining talent for research and development activities, including additional headcount from acquisitions. Facilities and other infrastructure costs included in research and development expense increased during the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to our growing workforce. We expect to continue attracting and retaining talent dedicated to research and development activities through hiring and acquisitions. General and Administrative The changes in general and administrative expense for the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, were due to the following: Change Three Months Ended Six Months Ended (In millions) Professional services $13.5 $29.7 Salary, benefits and other employee-related costs7.0 9.7 Stock-based compensation2.7 8.8 Other items(3.7)(3.5) Total change in general and administrative expense$19.5 $44.7 Professional services increased during the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to increased consulting services associated with acquisition-related activities. We expect to continue to utilize professional services as we continue to acquire and integrate companies and businesses. Salary, benefits and other employee-related costs and stock-based compensation included in general and administrative expense increased during the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, primarily due to headcount from acquisitions and incremental expense from equity awards granted to certain members of senior management. Operating Margin Operating margin represents income from operations as a percentage of total revenue. Our operating margin for the three and six months ended June 30, 2026 and the three and six months ended June 30, 2025 was as follows: Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 Operating margin28 %19 %29 %24 % 31 Our operating margin may fluctuate from period to period depending on the mix of products and services sold during each period, the timing and magnitude of restructuring plans and other significant, infrequent expenses. During the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, our operating margin increased, primarily due to the loss related to a contingent liability recognized during the three and six months ended June 30, 2025, partially offset by incremental expenses from our recent acquisitions, including amortization of acquired intangibles, that exceed incremental revenue for the periods presented. For additional information about the loss related to a contingent liability, see Note 14 in the notes to condensed consolidated financial statements. Interest ExpenseThree Months Ended Six Months EndedJune 30, 2026June 30, 2025June 30, 2026June 30, 2025(In millions)$27.8 $27.7 $55.5 $55.4 5.6 0.2 8.1 0.5 1.0 1.0 2.0 2.0 0.1 0.1 0.2 0.2 0.6 (0.1)0.9 $35.1 $28.9 $66.7 $58.1 Three Months Ended Six Months Ended June 30, 2026June 30, 2025June 30, 2026June 30, 2025 (In millions, except percentages) Provision for income taxes$143.2 $120.6 $235.6 $202.7 Effective tax rate28.1 %43.0 %25.1 %31.9 % Our provision for income taxes for the three and six months ended June 30, 2026 was primarily attributable to federal, state and foreign income taxes on our anticipated fiscal 2026 income. We also recognized tax benefits of $3.1 million and $16.7 million related to stock-based compensation that vested or was exercised during the respective periods. The increase in our provision for income taxes during the three and six months ended June 30, 2026, as compared to the three and six months ended June 30, 2025, was primarily attributable to an increase in our earnings. 32 Our provision for income taxes for the three and six months ended June 30, 2025 was primarily attributable to federal, state and foreign income taxes on our then anticipated fiscal 2025 income. We also recognized tax benefits of $2.8 million and $21.4 million related to stock-based compensation that vested or was exercised during the respective periods. Our future effective tax rates may also be materially impacted by tax amounts associated with our foreign earnings at rates different from the United States federal statutory rate, research credits, the tax impact of stock-based compensation, accounting for uncertain tax positions, business combinations, closure of statutes of limitations or settlement of tax audits and changes in tax law. A significant amount of our foreign earnings is generated by our subsidiaries organized in Ireland and Hungary. Our future effective tax rates may be adversely affected if our earnings were to be lower in countries where we have lower statutory tax rates relative to earnings in countries where we have higher statutory tax rates. We currently expect that our fiscal 2026 effective tax rate will be approximately 26%. We expect that our quarterly effective tax rates will vary from our fiscal 2026 effective tax rate as a result of recognizing the income tax effects of stock-based awards in the quarterly periods that the awards vest or are settled and other items that we cannot anticipate. For additional discussion about how our effective tax rate could be affected by various risks, see the Risk Factors section in our Annual Report. Liquidity and Capital Resources As of June 30, 2026December 31, 2025Change (In millions) Cash and cash equivalents$1,440.4 $3,001.3 $(1,560.9) Net working capital1,373.1 3,034.4 (1,661.3) Cash and Cash Equivalents As of June 30, 2026, our principal sources of liquidity consisted of $1.4 billion of cash and cash equivalents as compared to $3.0 billion as of December 31, 2025. Our primary sources of cash and cash equivalents during the six months ended June 30, 2026 were cash generated from operations, proceeds from our revolving credit facility, proceeds from the sale and maturity of investments and proceeds from the issuance of common stock resulting from stock purchases under our employee stock purchase plan and stock options exercised during the period. Our primary uses of cash and cash equivalents during the six months ended June 30, 2026 were payments related to business combinations, operating costs and expenses, payments on our revolving credit facility, repurchases of our common stock, payment of employee taxes on vesting of restricted stock, purchases of property, plant and equipment and purchases of investments. Approximately 84% of our cash and cash equivalents was held by our foreign subsidiaries as of June 30, 2026. Our cash and cash equivalents held by our foreign subsidiaries may vary from period to period due to the timing of collections and repatriation of foreign earnings. We expect that current cash and cash equivalent balances and cash flows that are generated from operations and financing activities will be sufficient to meet the needs of our domestic and international operating activities and other capital and liquidity requirements, including acquisitions, investments and share repurchases, for at least the next 12 months and thereafter for the foreseeable future. Net Working Capital Net working capital is comprised of current assets less current liabilities, as shown on our condensed consolidated balance sheets. Our net working capital varies from period to period due to changes in operating assets and liabilities and the timing of investing and financing activities. The decrease in our working capital as of June 30, 2026, as compared to December 31, 2025, was primarily due to an increase in cash paid in business combinations. Cash Flows from Operating Activities Cash flows provided by operating activities during the six months ended June 30, 2026 and June 30, 2025 were as follows: Six Months Ended June 30, 2026June 30, 2025Change (In millions) Cash provided by operating activities$990.7 $864.6 $126.1 33 Cash flows provided by operating activities include net income, adjusted for certain non-cash items, as well as changes in the balances of certain assets and liabilities. Our cash flows from operating activities are significantly influenced by business levels and the payment terms set forth in our customer agreements. The increase in cash flows from operating activities for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily due to improved operating results, the timing of cash receipts from customers and the timing of cash disbursements for operating assets and liabilities. Cash Flows Used for Investing Activities Cash flows used for investing activities during the six months ended June 30, 2026 and June 30, 2025 were as follows: Six Months Ended June 30, 2026June 30, 2025Change (In millions) Cash used for investing activities$(2,085.7)$(197.4)$(1,888.3) Cash used for investing activities increased during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily due to an increase in payments for business combinations, partially offset by an increase in proceeds from the sale and maturity of investments. We expect to continue our investing activities, including purchasing property, plant and equipment, purchasing intangible assets, acquiring other companies and businesses, and making investments. For additional information relating to our acquisitions, see Note 2 in the notes to condensed consolidated financial statements. Cash Flows Used for Financing Activities Cash flows used for financing activities during the six months ended June 30, 2026 and June 30, 2025 were as follows: Six Months Ended June 30, 2026June 30, 2025Change (In millions) Cash used for financing activities$(451.9)$(541.0)$89.1 Cash flows used for financing activities decreased during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily due to a decrease in payments for repurchases of common stock. Other Factors Affecting Liquidity and Capital Resources Revolving Credit Facility In August 2024, we entered into a five-year senior unsecured revolving credit facility with a group of lenders led by Bank of America, N.A., as administrative agent (the Credit Facility ). The Credit Facility provides for borrowings up to $1.25 billion, with the right to request increased capacity up to an additional $500.0 million upon receipt of lender commitments, for total maximum borrowings of $1.75 billion. The Credit Facility expires on August 14, 2029. Any outstanding loans drawn under the Credit Facility are due at maturity on August 14, 2029, subject to an option to extend the maturity date. Outstanding borrowings may be repaid at any time prior to maturity. Interest rates under the Credit Facility are variable, so interest expense is impacted by changes in the interest rates, particularly for periods when there are outstanding borrowings under the revolving credit facility. Interest is payable quarterly. As of June 30, 2026, there were no borrowings outstanding under the Credit Facility, and we were in compliance with all covenants associated with the Credit Facility. Senior Notes In September 2024, we issued $2.5 billion aggregate principal amount of senior notes, consisting of $500.0 million aggregate principal amount of 4.200% Senior Notes due 2027 (the 2027 Notes ), $1.0 billion aggregate principal amount of 4.300% Senior Notes due 2029 (the 2029 Notes ) and $1.0 billion aggregate principal amount of 4.700% Senior Notes due 2034 (the 2034 Notes and together with the 2027 Notes and the 2029 Notes, the Senior Notes ). Interest on the Senior Notes is payable semi-annually in arrears in March and September of each year. As of June 30, 2026, we were in compliance with all covenants under the Senior Notes. For additional information relating to our debt arrangements, see Note 5 in the notes to condensed consolidated financial statements. 34 Stock Repurchase Program We are authorized to repurchase shares of our common stock under a publicly announced program. In May 2025, our Board of Directors increased the prior authorization to repurchase shares of our common stock by authorizing an additional $1.5 billion. The actual timing and amount of repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. Our repurchase authorization does not obligate us to acquire a minimum number of shares, does not have an expiration date and may be modified, suspended or terminated without prior notice. As of June 30, 2026, $1.0 billion of the share repurchase authorization remained available to repurchase shares of our common stock. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds for additional information on share repurchases. Other Liquidity Requirements During the six months ended June 30, 2026, there were no material changes to our other liquidity requirements as reported in Item 7, Management s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report. Item 3. Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Risk A material portion of our revenue, expenses and business activities are transacted in the U.S. dollar. In certain foreign countries where we price our products and services in U.S. dollars, a decrease in value of the local currency relative to the U.S. dollar results in an increase in the prices for our products and services compared to those products of our competitors that are priced in local currency. This could result in our prices being uncompetitive in certain markets. In certain countries where we may invoice customers in the local currency, our revenue benefits from a weaker dollar and is adversely affected by a stronger dollar. The opposite impact occurs in countries where we record expenses in local currencies. In those cases, our costs and expenses benefit from a stronger dollar and are adversely affected by a weaker dollar. The fluctuations in our operating expenses outside the United States resulting from volatility in foreign exchange rates are not generally moderated by corresponding fluctuations in revenue from existing contracts. We enter into foreign currency forward exchange contracts to protect against currency exchange risks associated with existing assets, liabilities and other commitments. A foreign currency forward exchange contract acts as a hedge by increasing in value when underlying assets decrease in value or underlying liabilities increase in value due to changes in foreign exchange rates. Conversely, a foreign currency forward exchange contract decreases in value when underlying assets increase in value or underlying liabilities decrease in value due to changes in foreign exchange rates. These forward contracts are not designated as accounting hedges, so the unrealized gains and losses are recognized in other income (expense), net, in advance of the actual foreign currency cash flows with the fair value of these forward contracts being recorded as accrued liabilities or other current assets. We do not use forward contracts for trading purposes. Our forward contracts generally have maturities of 90 days or less. We enter into foreign currency forward exchange contracts based on estimated future asset and liability exposures, and the effectiveness of our hedging program depends on our ability to estimate these future asset and liability exposures. Recognized gains and losses with respect to our current hedging activities will ultimately depend on how accurately we are able to match the amount of foreign currency forward exchange contracts with actual underlying asset and liability exposures. The following table provides information about our foreign currency forward exchange contracts as of June 30, 2026. The information is provided in U.S. dollar equivalent amounts. The table presents the notional amounts, at contract exchange rates, and the weighted average contractual foreign currency exchange rates expressed as units of the foreign currency per U.S. dollar, which in some cases may not be the market convention for quoting a particular currency. All of these forward contracts mature before or during August 2026. 35 Notional PrincipalWeighted Average Contract Rate (In millions) Forward Contracts: Japanese yen$290.5 157.70 European Union euro 207.5 0.85 Chinese renminbi165.3 6.75 British pound117.7 0.74 Swedish krona73.9 9.35 Israeli shekel65.8 2.88 Canadian dollar58.8 1.38 Indian rupee34.2 96.15 Taiwan dollar19.5 31.64 7.7 0.77 Polish zloty4.0 3.62 Singapore dollar3.6 1.27 South Korean won 3.0 1,476.49 Total$1,051.5 Estimated fair value$(13.8) As of December 31, 2025, our foreign currency exchange contracts had an aggregate principal amount of $3.3 billion, and an estimated fair value of $(26.0) million. We have performed sensitivity analyses as of June 30, 2026 and December 31, 2025, using a modeling technique that measures the change in the fair values arising from a hypothetical 10% change in the value of the U.S. dollar relative to applicable foreign currency exchange rates, with all other variables held constant. The foreign currency exchange rates we used in performing the sensitivity analysis were based on market rates in effect at each respective date. The sensitivity analyses indicated that a hypothetical 10% decrease in the value of the U.S. dollar would result in a decrease to the fair value of our foreign currency forward exchange contracts of $12.0 million and $213.1 million as of June 30, 2026 and December 31, 2025, respectively, while a hypothetical 10% increase in the value of the U.S. dollar would result in an increase to the fair value of our foreign currency forward exchange contracts of $15.1 million and $219.4 million as of June 30, 2026 and December 31, 2025, respectively. We actively monitor our foreign currency risks, but our foreign currency hedging activities may not substantially offset the impact of fluctuations in currency exchange rates on our results of operations, cash flows and financial position. Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our portfolio of cash, cash equivalents, investments in debt securities and any balances outstanding on our Credit Facility. We are exposed to interest rate fluctuations in many of the world s leading industrialized countries, but our interest income and expense is most sensitive to fluctuations in the general level of United States interest rates. In this regard, changes in United States interest rates affect the interest earned on our cash and cash equivalents and the costs associated with foreign currency hedges. All highly liquid securities with a maturity of three months or less at the date of purchase are considered to be cash equivalents. The carrying value of our interest-bearing instruments approximated fair value as of June 30, 2026. Our investments in debt securities had a fair value of $80.2 million and $71.0 million as of June 30, 2026 and December 31, 2025, respectively, that may decline in value if market interest rates rise. As of June 30, 2026 and December 31, 2025, an increase in the market rates of interest of 1% would result in a decrease in the fair values of our marketable debt securities of $3.3 million and $2.8 million, respectively. Interest rates under our Credit Facility are variable, so interest expense could be adversely affected by changes in interest rates, particularly for periods when we maintain an outstanding balance. As of June 30, 2026, there were no borrowings outstanding under our Credit Facility. Interest rates for our Credit Facility can fluctuate based on changes in market interest rates and in interest rate margins that vary based on the credit ratings of our unsecured debt. Assuming all loans were fully drawn and we were to fully exercise our right to increase borrowing capacity under our Credit Facility, each quarter point change in interest rates would result in a $4.4 million change in annual interest expense on our indebtedness under our Credit Facility. For an additional description of the Credit Facility, see Note 5 in the notes to condensed consolidated financial statements. 36 Equity Price Risk Equity Investments We have a portfolio of equity investments that includes marketable equity securities and non-marketable investments. Our equity investments are made primarily in connection with our strategic investment program. Under our strategic investment program, from time to time, we make cash investments in companies with technologies that have the potential to be strategically important to us. For an additional description of our portfolio of equity investments, see Note 11 in the notes to condensed consolidated financial statements. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), under the supervision and with the participation of our management, including our Chief Executive Officer ( CEO ) and our Chief Financial Officer ( CFO ), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based on their evaluation as of June 30, 2026, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that the information required to be disclosed by us in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC s rules and forms and is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of internal control are met. Further, the design of internal control must reflect the fact that there are resource constraints, and the benefits of the control must be considered relative to their costs. While our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Cadence, have been detected. 37 PART II. OTHER INFORMATION Item 1. Legal Proceedings For information regarding pending legal proceedings, related matters and associated risks, see Note 14 in the notes to condensed consolidated financial statements under Part I, Item 1 in this Quarterly Report and the Risk Factors section in our Annual Report and this Quarterly Report. Item 1A. Risk Factors Our operations and financial results are subject to various risks and uncertainties, including those described in the Risk Factors sections in our Annual Report and this Quarterly Report, that could adversely affect our business, financial condition, results of operations, cash flows, liquidity, revenue, growth, prospects, demand, reputation, and the trading price of our common stock, and make an investment in us speculative or risky. We have updated two of the risk factors since our Annual Report, as set forth in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 and below. The risks described in our Annual Report and this Quarterly Report do not include all of the risks that we face, and there may be additional risks or uncertainties that are currently unknown or not believed to be material that occur or become material. Uncertainty in the global economy and instability within international relations, including changes in governmental policies relating to technology, may negatively affect our business and reduce our bookings levels and revenue. Uncertainty caused by challenging global political and economic conditions, including inflation, interest rates, bank failures, government deficit concerns, government shutdowns or political stalemates, geopolitical conflicts and other adverse changes to international relationships among countries in which we or our customers operate or do business, protectionist measures or decline in corporate or consumer spending could negatively impact our customers businesses, reducing the number of new chip designs and their overall research and development spending, including their spending on our products and services, and as a result decrease demand for our products and services. Adverse developments that affect financial institutions, transactional counterparties or other third parties, such as bank failures and failure by the U.S. Congress to increase the U.S. federal debt ceiling on a timely basis, or concerns or speculation about any similar events or risks, have led and could lead to further credit downgrades and market-wide liquidity problems, which in turn may cause customers and other third parties to become unable to meet their obligations under various types of financial arrangements as well as general disruptions or instability in the financial markets. Public health emergencies and reactionary measures by governments and businesses have also had, and could in the future have, the effect of curtailing economic activity and causing substantial volatility and disruption in global markets. Decreased bookings for our products and services, customer bankruptcies, consolidation among our customers, or problems or delays with our hardware suppliers or with the supply or delivery of our hardware products could also adversely affect our ability to grow our business or adversely affect our future revenue and financial results. Tensions are rising around the world, and there are a number of ongoing armed conflicts, including in Iran, other parts of the Middle East and Ukraine. There is inherent risk, based on the complex relationships between certain countries and within regions, that political, diplomatic or military events could result in trade disruptions and other disruptions in the markets and industries we serve and our supply chain. A significant disruption in any area where we or our customers operate or do business or that is critical to our or their supply chain could reduce customer demand, make our products and services more expensive or unavailable for customers, increase the cost of our products and services, have a negative impact on customer spending, make our products less competitive, or otherwise have a materially adverse impact on our future revenue and profits, our customers and suppliers businesses, and our results of operations. In addition, there is currently significant uncertainty in the global economy and the future relationship among the United States and various other countries, caused by increased geopolitical instabilities and changes in global trade policies. For example, the ongoing geopolitical and economic uncertainty between the United States and China, where we conduct business and have derived a substantial percentage of our revenue, the unknown impact of current and future U.S. and Chinese trade regulations, including tariffs and other trade restrictions, and geopolitical risks with respect to Taiwan, which serves as a central hub for the technology industry supply chain, could, directly or indirectly, materially harm our business, financial condition and results of operations. Similarly, many of our suppliers, vendors and other entities with whom we do business have strong ties to doing business in China and other countries impacted by recent tariffs and other trade restrictions. Their ability to supply materials to us, buy products or services from us, or otherwise work with us is affected by their ability to do business in impacted countries. Moreover, these tariffs and any other trade restrictions imposed on our suppliers could adversely affect our business, financial condition and results of operations through reduced demand for our products and services, cancelled orders, supply chain disruptions, increased transaction costs and increased expenses. Our future business and financial results, including demand for our products and services, are subject to considerable uncertainties that could impact our stock price. Further, political or economic conflicts between various global actors, and responsive measures that have been or could be taken, have created and can further create significant global economic uncertainty that could prolong or expand such conflicts, which could have a lasting impact on regional and global economies and harm our business and operating results. 38 Cyberattacks that compromise the confidentiality, integrity or availability of our or our third-party providers' information technology systems or confidential information could materially harm our reputation, business, financial condition and results of operations. We rely on hardware, software, digital infrastructure and computing networks for both internal and customer-facing operations that are critical to our business (collectively, IT Systems ). We own and manage certain IT Systems but also rely on third parties for IT Systems and related products and services, including cloud computing. In addition, we and certain third-party providers collect, maintain and process data about our customers, employees, business partners and others, including information that relates to individuals and/or constitutes personal data, personal information, "personally identifiable information" or similar terms under applicable data privacy laws (collectively Personal Information ), as well as proprietary data such as trade secrets (together with Personal Information, Confidential Information ). We face numerous, evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems, Confidential Information, products and services, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and malicious insiders, as well as through diverse attack vectors, such as social engineering (including phishing), malware (including ransomware) and denial-of-service attacks, and due to human or technological error, such as misconfigurations, bugs or other vulnerabilities in software or hardware. Additionally, advances in technology, an increased level of sophistication and expertise of hackers, widespread access to generative AI, and new discoveries in the field of cryptography increase the risk of significant compromises or breaches of our IT Systems or security measures implemented to protect our systems. From time to time, we and certain of our third-party service providers experience varying degrees of cyberattacks and other security incidents. Any such incidents could compromise our or our providers' IT Systems, which could cause system disruptions or slowdowns and lead to the Confidential Information stored on our or third-party systems being accessed, publicly disclosed, lost or stolen. Any actual or perceived unauthorized access or disclosure to our Confidential Information poses significant risk to our business as it could result in reputational and financial harm and further subject us to liability to our customers, suppliers, business partners and others. For example, as described in our Quarterly Report on Form 10-Q for the period ended March 31, 2026, we learned that a threat actor obtained a limited amount of Confidential Information from certain of our IT systems including a limited amount of test files, configuration setting files and source code files which are not material to our business. We notified law enforcement, and we believe that the incident was contained. There was no operational disruption, and customer environments were not impacted. Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools including AI that circumvent security controls, evade detection and remove forensic evidence. Techniques used to obtain unauthorized access or to sabotage information systems change frequently and include zero-day software vulnerabilities that are unknown until exploited by threat actors. As a result, we may be unable to promptly or effectively detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information or business. Furthermore, state-supported and geopolitical-related cyberattacks against companies such as ours may increase due to geopolitical conditions. A cyberattack on our IT Systems or IT Systems of one of our third-party providers or customers could result in material adverse impacts due to any or all of the following: compromise to our Cadence Cloud portfolio, which includes both our managed and customer-managed environments, and our data centers and those of our customers and end users; corruption or stealing of Confidential Information such as proprietary information related to our (or our customers') business, products, services and infrastructure or Personal Information; manipulation or stealing of financial data and assets; and/or disruption of our systems and services and those of our customers and others. As a result, we could be exposed to a risk of loss or misuse of Confidential Information, loss of financial assets, business interruption, regulatory investigations, litigation and other liabilities and costs. Because we make extensive use of third-party suppliers and service providers, such as cloud services that support our internal and customer-facing operations, successful cyberattacks that disrupt or result in unauthorized access to third party providers IT Systems, including those that store our Confidential Information, can materially impact our operations and financial results. Moreover, hardware, software or applications we develop or procure from third parties or through open source solutions may contain defects in design or manufacture or other vulnerabilities and are susceptible to compromise. In addition, we have acquired and continue to acquire companies with less sophisticated security measures, and it takes time to align their security practices to meet our information security policies, procedures and controls, which exposes us to increased cybersecurity and other integration risks. There can be no assurance that our cybersecurity risk management strategy, program, policies, processes and controls will be fully implemented, complied with or effective in protecting any systems or information. An actual or perceived breach of IT Systems or Confidential Information managed by us or a vendor could significantly impact our business through diminished market perception of the effectiveness of our security measures, legal or regulatory actions, substantial fines, penalties and required changes to our business practices, damage to our reputation or our business, loss of existing customers and our ability to obtain new customers (including government customers), significant restoration, remediation and compliance costs, and cause harm to our financial condition. Any or all of the foregoing could materially adversely affect our business, financial condition and results of operations. Also, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. 39 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds We are authorized to repurchase shares of our common stock under a publicly announced program that was most recently increased by our Board of Directors on May 8, 2025. Pursuant to this authorization, we may repurchase shares from time to time through open market repurchases, in privately negotiated transactions or by other means, including accelerated share repurchase transactions or other structured repurchase transactions, block trades or pursuant to trading plans intended to comply with Rule 10b5-1 of the Exchange Act. The actual timing and amount of repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. Our repurchase authorization does not obligate us to acquire a minimum number of shares, does not have an expiration date and may be modified, suspended or terminated without prior notice. The following table presents repurchases made under our publicly announced repurchase authorizations and shares surrendered by employees to satisfy income tax withholding obligations during the three months ended June 30, 2026: PeriodTotal Number of Shares Purchased (1) Average Price Paid Per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (3) Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plan or Program (1) (In millions) April 1, 2026 - April 30, 2026241,502 $302.41 218,100 $1,136 May 1, 2026 - May 31, 2026201,251 $352.35 184,819 $1,070 June 1, 2026 - June 30, 2026182,725 $388.24 177,411 $1,002 Total625,478 $343.55 580,330 ______________________________ (1)Shares purchased that were not part of our publicly announced repurchase programs represent shares of restricted stock surrendered by employees to satisfy employee income tax withholding obligations due upon vesting, and do not reduce the dollar value that may yet be purchased under our publicly announced repurchase programs. (2)The weighted average price paid per share of common stock does not include the cost of commissions. (3)Our publicly announced share repurchase program was originally announced on February 1, 2017 and most recently increased by an additional $1.5 billion on May 8, 2025. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information Insider Trading Arrangements During the fiscal quarter ended June 30, 2026, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below. Type of Trading Arrangement Name and PositionActionAdoption/ Termination DateRule 10b5-1*Total Shares of Common Stock to be SoldExpiration Date Alberto Sangiovanni-Vincentelli, Director Adoption 5/12/2026X Up to 7,500 8/25/2027 * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. 40