Item 3.02 Unregistered Sales of Equity Securities.
As previously reported, on September 4, 2025, Cadence Design Systems, Inc., a Delaware corporation ("Cadence"), entered into an Equity Purchase Agreement (the "Purchase Agreement") with Hexagon Smart Solutions AB, a Swedish private limited liability company ("Seller"), to acquire Seller's design and engineering business (the "Acquisition").
In connection with the consummation of the Acquisition on February 23, 2026, Cadence issued 3,224,473 shares of Cadence's common stock, par value $0.01 per share (the "Stock Consideration"), to Seller as partial consideration for the Acquisition.
Cadence issued the Stock Consideration in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation S promulgated under the Securities Act.