CADENCE DESIGN SYSTEMS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE

14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant To Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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Filed by a Party other than the Registrant

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CADENCE DESIGN SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

The 2026 Annual Meeting of Stockholders of CADENCE DESIGN SYSTEMS, INC., a Delaware corporation, will be held as described below. As used in this proxy statement, “we,” “us,” “our,” “our company” and “Cadence” mean Cadence Design Systems, Inc. and our subsidiaries, unless the context indicates or requires otherwise.

Items of Business:

The purpose of the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) is to consider and take action on the following:

These items of business are more fully described in the proxy statement accompanying this notice.

Record Date:

Holders of Cadence common stock at the close of business on March 9, 2026 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

How to Vote:

Your vote is important to us. Please cast your vote promptly via the internet, telephone or mail. Specific instructions on how to vote are included in the Notice of Internet Availability of Proxy Materials that Cadence will mail to our stockholders as of the Record Date on or about March 25, 2026. You will also be able to vote your shares electronically during the virtual Annual Meeting.

How to Attend:

The Annual Meeting will be held online atwww.meetnow.global/M5WPASH via live audio webcast. Stockholders will be able to attend and participate in the Annual Meeting online, vote their shares electronically, and submit questions through the virtual meeting platform during the meeting. Please refer to the “Information About the Annual Meeting” section of the proxy statement for detailed instructions on how to register for and attend the Annual Meeting.

By Order of the Board of Directors,

PROXY STATEMENT LETTER TO OUR STOCKHOLDERS

Dear Cadence Stockholders: On behalf of the Board of Directors, I want to thank you for your continued trust and confidence in Cadence. The Board represents your interests as stockholders, focusing on overseeing Cadence’s business strategy, execution against that strategy, and ensuring sound core business practices, solid governance, and prudent risk management. This work happens throughout the year, to ensure that Cadence remains well positioned in a rapidly evolving technology landscape. It was a busy and exciting year, and I am happy to update you on a few of our priorities and actions since the 2025 Annual Meeting.

Business Strategy

Cadence technology powers the development of some of the world’s most advanced, complex, and innovative products across multiple industries, built utilizing our deep computational capabilities, scientific rigor, extensive industry expertise and advanced artificial intelligence (AI) algorithms. Anchored in our Intelligent System Design Strategy, our innovation framework focuses on accelerated compute as the foundation, science-based computational platforms including EDA, IP and System Analysis as the critical middle layer, with AI at the top enabling intelligent exploration and design generation. A good example is our recently launched ChipStack™ AI Super Agent, a transformative agentic AI platform designed to automate front-end silicon design and verification.

We see AI as a pivotal force enabling important new opportunities across three key horizons. The first, infrastructure AI, is driven by the demand for high-performance computing with AI chips essential for data centers and hyperscalers. The second, physical AI, focuses on embedding AI into physical systems like autonomous vehicles, robotics, and automation. The third, life sciences AI, applies AI and computational science to biologic systems, enabling breakthroughs in areas like drug design, and opening new market opportunities for Cadence.

Building on this vision, we are advancing both “AI for Design” and “Design for AI.” AI for Design speaks to customers using our advanced AI-driven software, hardware, IP, and services to manage the ever-increasing complexity in their products. This in turn enables our customers to Design for AI, creating exciting AI-enabled and AI-embedded products. Our agentic AI workflows powered by intelligent software agents are acting as a force multiplier for our customers, expanding design exploration, accelerating time to market, and increasing productivity across complex engineering processes.

As the AI era continues to accelerate, our integrated and differentiated technology stack, powered by AI agents and accelerated compute, positions Cadence to capture significant long-term growth opportunities and create stockholder value.

Board Refreshment

In November 2025, the Board appointed Dr. Luc Van den hove as a member of the Board, effective January 1, 2026. Dr. Van den hove’s deep technical expertise, trusted ecosystem relationships, and broad industry perspective bring crucial insights to the Board as we continue advancing our strategy, accelerating innovation, and delivering enduring value to our stockholders. We regularly review board composition and will continue to proactively manage the composition of the Board to ensure it has the appropriate mix of skills and experience to address Cadence’s current and future needs.

Corporate Governance and Stockholder Engagement

We are committed to maintaining the highest standards of corporate governance. We evaluate our practices against fellow S&P 500 companies, investor guidelines and feedback, and alignment with Cadence’s strategy and needs.

Recognizing the pivotal role our stockholders play in our governance, we maintain a robust stockholder engagement program. This program is designed to foster meaningful dialogue and gain a deeper understanding of your perspectives on important topics including board composition and refreshment, executive compensation, governance, risk, and sustainable business practices. Cadence reached out to more than 25 stockholders representing over half of our outstanding shares during theoff-season. Your insights and feedback are important to us, and we look forward to continuing this collaboration to drive Cadence forward.

We encourage you to read this proxy statement and vote your shares.

ML Krakauer

Board Chair

Forward Looking Statements

This letter and our proxy statement contain forward-looking statements, including Cadence’s outlook on strategic objectives, statements regarding AI, other technological and market advancements and their impacts on our business, business prospects, technology and product developments, industry trends, market growth, the extent and timing of customer demand, statements regarding our actions that are expected to create stockholder value, Board, corporate governance practices, short-term and long-term financial targets and objectives, expected or future equity usage, shares outstanding, expected compensation decisions 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.

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

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

Information Referenced in this Proxy Statement

The contents of Cadence’s external reports (such as the corporate impact report) and websites are not part of or incorporated by reference into this proxy statement.