ケイデンスデザインシステムズの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 17, 2025

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-15867

00-0000000

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

2655 Seely Avenue, San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

(408) 943-1234

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CDNS

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On November 17, 2025, the Board of Directors (the “Board”) of Cadence Design Systems, Inc. (“Cadence”) appointed Dr. Luc Van den hove as a director of Cadence effective January 1, 2026. The Board has not yet determined Dr. Van den hove’s committee assignment. Upon the effectiveness of Dr. Van den hove’s appointment to the Board, Dr. Van den hove will be granted equity under Cadence’s 1995 Directors Stock Incentive Plan with a grant date fair value of $82,849, rounded to the nearest whole share, subject to approval by the Compensation Committee of the Board. The equity award will fully vest, subject to Dr. Van den hove’s continued service on the Board, on the earlier of May 8, 2026 and the date of Cadence’s annual meeting of stockholders in 2026, aligned with the vesting of annual incentive stock awards granted to Cadence’s other non-employee Board members in May 2025. Dr. Van den hove’s cash compensation will be generally consistent with Cadence’s compensation of its other non-employee Board members in effect from time to time and as described in Cadence’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2025. Dr. Van den hove will also enter into Cadence’s standard form of indemnification agreement.

Dr. Van den hove has been with imec, a world-leading non-for-profit research and innovation hub in nanoelectronics and digital technologies, since its founding in 1984 and has served as its president and chief executive officer since 2009. Dr. Van den hove will continue to serve as president and chief executive officer of imec through March 31, 2026. On April 1, 2026, Dr. Van den hove will transition to the role of chair of imec’s board of directors. Prior to becoming president and chief executive officer, he held several roles at imec, including executive vice president and chief operating officer, vice president of the silicon process and device technology division, department director of unit process step R&D, and manager of imec’s micro-patterning group. Dr. Van den hove holds a PhD in electrical engineering from the KU Leuven, Belgium.

Dr. Van den hove also serves as a director of Proximus plc.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description

99.1						Cadence Design Systems, Inc. Press Release dated November 1 7 , 202 5

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 17, 2025


CADENCE DESIGN SYSTEMS, INC.

By:						/s/ Marc Taxay
						Marc Taxay
						Senior Vice President, General Counsel and Corporate Secretary

EX-99.1 2 ex991cdns11172025.htm EX-99.1 Document

For more information, please contact:

Cadence Newsroom
408-944-7039
newsroom@cadence.com

Cadence Appoints Luc Van den hove to Board of Directors

SAN JOSE, Calif., November 17, 2025—Cadence (Nasdaq: CDNS) today announced the appointment of Dr. Luc Van den hove to its board of directors, effective January 1, 2026. Dr. Van den hove currently serves as chief executive officer of imec, a world-leading non-for-profit research and innovation hub in nanoelectronics and digital technologies.

“We are honored to welcome Luc to our board of directors,” said ML Krakauer, chair of the board, Cadence. “As AI continues to reshape semiconductor and system design, our AI-driven design solutions are empowering customers to achieve extraordinary breakthroughs. Luc’s deep technical expertise, trusted ecosystem relationships and broad industry perspective will bring invaluable insights as we continue advancing our strategy, accelerating innovation and delivering enduring value to our shareholders.”

Dr. Luc Van den hove has been with imec since its founding in 1984 and has served as its president and chief executive officer since 2009. Dr. Van den hove will continue to serve as president and chief executive officer of imec through March 31, 2026. On April 1, 2026, Dr. Van den hove will transition to the role of chair of imec’s board of directors. Prior to becoming president and chief executive officer, he held several roles at imec, including executive vice president and chief operating officer, vice president of the silicon process and device technology division, department director of unit process step R&D, and manager of imec’s micro-patterning group. Dr. Van den hove holds a PhD in electrical engineering from the KU Leuven, Belgium. Dr. Van den hove also serves as a director of Proximus.

About Cadence

Cadence is a market leader in AI and digital twins, pioneering the application of computational software to accelerate innovation in the engineering design of silicon to systems. Our design solutions, based on Cadence’s Intelligent System Design™ strategy, are essential for the world’s leading semiconductor and systems companies to build their next-generation products from chips to full electromechanical systems that serve a wide range of markets, including hyperscale computing, mobile communications, automotive, aerospace, industrial, life sciences and robotics.

In 2024, Cadence was recognized by the Wall Street Journal as one of the world’s top 100 best-managed companies. Cadence® solutions offer limitless opportunities—learn more at cadence.com.

This press release contains forward-looking statements, including expectations regarding opportunities presented by AI, strategic objectives, business prospects, technology and product developments, shareholder value and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will,” and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: (i) Cadence’s ability to compete successfully in the highly competitive industries in which it operates and realize the benefits of its investments in research and development, including opportunities presented by AI; (ii) the success of Cadence’s efforts to maintain and improve operational efficiency and growth; (iii) economic, geopolitical and industry conditions, including export controls, tariffs, other trade restrictions and other government regulations, as well as rising tensions and armed conflicts around the world; and (iv) Cadence’s acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them. For a detailed discussion of these and other cautionary statements related to Cadence’s business, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, including its most recent report on Form 10-K, subsequent reports on Form 10-Q and future filings. All forward-looking statements in this press release are based on management's expectations as of the date of this press release and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

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