CADENCE DESIGN SYSTEMS INCCDNS
CADENCE DESIGN SYSTEMS INC Stock Compensation Disclosure
STOCK COMPENSATION PLANS AND STOCK-BASED COMPENSATION
Equity Incentive Plans
Cadence’s Omnibus Plan provides for the issuance of both incentive and non-qualified options, restricted stock awards, restricted stock units, stock bonuses and the rights to acquire restricted stock to both executive and non-executive employees. During fiscal 2023, Cadence’s stockholders approved an amendment to the Omnibus Plan to increase the number of shares of common stock authorized for issuance by 6.5 million. As of December 31, 2025, the total number of shares available for future issuance under the Omnibus Plan was 12.1 million. Options granted under the Omnibus Plan have an exercise price not less than the fair market value of the stock on the date of grant. Options and restricted stock generally vest over a period of three years to four years. Options granted under the Omnibus Plan expire seven years from the date of grant. Vesting of restricted stock awards granted under the Omnibus Plan may require the attainment of specified performance criteria.
Cadence’s 1995 Directors Stock Incentive Plan (the “Directors Plan”) provides for the issuance of non-qualified options, restricted stock awards and restricted stock units to its non-employee directors. Options granted under the Directors Plan have an exercise price not less than the fair market value of the stock on the date of grant. As of December 31, 2025, the total number of shares available for future issuance under the Directors Plan was 0.4 million. Options granted under the Directors Plan expire after ten years, and options, restricted stock awards and restricted stock units vest one year from the date of grant.
Stock-Based Compensation
Stock-based compensation expense and the related income tax benefit recognized in connection with stock options, restricted stock and the ESPP during fiscal 2025, 2024 and 2023 were as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Stock options | $ | 16,101 | $ | 18,610 | $ | 15,939 | |||||||||||
| Restricted stock | 400,699 | 338,082 | 278,567 | ||||||||||||||
| ESPP | 38,375 | 34,527 | 31,105 | ||||||||||||||
| Total stock-based compensation expense | $ | 455,175 | $ | 391,219 | $ | 325,611 | |||||||||||
| Income tax benefit | $ | 76,978 | $ | 66,080 | $ | 50,994 | |||||||||||
Stock-based compensation expense is reflected in Cadence’s consolidated income statements during fiscal 2025, 2024 and 2023 as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Cost of product and maintenance | $ | 8,216 | $ | 6,402 | $ | 4,500 | |||||||||||
| Cost of services | 9,498 | 8,149 | 5,728 | ||||||||||||||
| Marketing and sales | 87,150 | 77,195 | 66,304 | ||||||||||||||
| Research and development | 278,489 | 241,730 | 194,709 | ||||||||||||||
| General and administrative | 71,822 | 57,743 | 54,370 | ||||||||||||||
| Total stock-based compensation expense | $ | 455,175 | $ | 391,219 | $ | 325,611 | |||||||||||
Stock Options
The exercise price of each stock option granted under Cadence’s employee equity incentive plans is equal to or greater than the closing price of Cadence’s common stock on the date of grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. No stock options were granted in fiscal 2025. The weighted average grant date fair value of options granted, and the weighted average assumptions used in the model for fiscal 2024 and 2023 were as follows:
| 2024 | 2023 | ||||||||||
| Dividend yield | None | None | |||||||||
| Expected volatility | 31.9 | % | 32.6 | % | |||||||
| Risk-free interest rate | 4.3 | % | 3.6 | % | |||||||
| Expected term (in years) | 4.8 | 5.0 | |||||||||
| Weighted average fair value of options granted | $ | 103.79 | $ | 71.83 | |||||||
A summary of the changes in stock options outstanding under Cadence’s equity incentive plans during fiscal 2025 is presented below:
Weighted Average | Weighted Average Remaining Contractual Terms | Aggregate Intrinsic | |||||||||||||||||||||
| Shares | Exercise Price | (Years) | Value | ||||||||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||||||||
| Options outstanding as of December 31, 2024 | 1,322 | $ | 171.08 | ||||||||||||||||||||
| Granted | — | — | |||||||||||||||||||||
| Exercised | (289) | 93.81 | |||||||||||||||||||||
| Forfeited | (26) | 230.93 | |||||||||||||||||||||
| Options outstanding as of December 31, 2025 | 1,007 | $ | 191.75 | 3.5 | $ | 121,643 | |||||||||||||||||
| Options vested as of December 31, 2025 | 806 | $ | 176.62 | 3.2 | $ | 109,590 | |||||||||||||||||
Cadence had total unrecognized compensation expense related to stock option grants of $16.6 million as of December 31, 2025, which will be recognized over the remaining vesting period. The remaining weighted average vesting period of unvested awards is 1.7 years.
The total intrinsic value of and cash received from options exercised during fiscal 2025, 2024 and 2023 was:
| 2025 | 2024 | 2023 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Intrinsic value of options exercised | $ | 65,864 | $ | 266,336 | $ | 139,125 | |||||||||||
| Cash received from options exercised | 27,125 | 88,903 | 30,940 | ||||||||||||||
Restricted Stock
Generally, restricted stock, which includes restricted stock awards and restricted stock units, vests over three years to four years and is subject to the employee’s continuing service to Cadence. Stock-based compensation expense is recognized ratably over the vesting term. The vesting of certain restricted stock grants is subject to attainment of specified performance criteria. Each fiscal quarter, Cadence estimates the probability of the achievement of these performance goals and recognizes any related stock-based compensation expense using the graded-vesting method. The amount of stock-based compensation expense recognized in any one period can vary based on the attainment or expected attainment of the various performance goals. If such performance goals are not ultimately met, no compensation expense is recognized and any previously recognized compensation expense is reversed.
Certain long-term, market-based stock awards granted to executives vest over three to five years and are subject to certain market conditions and the executive’s continuing service to Cadence. Vesting of the market-based awards is contingent upon achieving market conditions of total shareholder return relative to a peer index. Stock-based compensation expense is recognized using the graded-vesting method over the vesting term. If the market-based conditions are not ultimately met, compensation expense previously recognized is not reversed. As of December 31, 2025, Cadence had 2.6 million shares of unvested long-term, market-based stock awards outstanding.
Cadence granted market-based awards in fiscal 2025 and 2023. No market-based awards were granted in fiscal 2024. Compensation expense is calculated using the fair value of the market-based stock awards under Monte Carlo simulation model. The weighted average assumptions used in the model for fiscal 2025 and 2023 were as follows:
| 2025 | 2023 | ||||||||||
| Dividend yield | None | None | |||||||||
| Expected volatility | 33.5 | % | 33.6 | % | |||||||
| Risk-free interest rate | 4.0 | % | 3.6 | % | |||||||
| Expected term (in years) | 4.9 | 3.8 | |||||||||
Weighted average fair value of market-based awards granted | $ | 128.47 | $ | 132.20 | |||||||
Stock-based compensation expense related to performance-based restricted stock grants and market-based restricted stock grants for fiscal 2025, 2024 and 2023 was as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Stock-based compensation expense related to performance-based restricted stock | $ | 27,557 | $ | 29,178 | $ | 22,922 | |||||||||||
Stock-based compensation expense related to market-based stock awards | 57,753 | 19,934 | 30,095 | ||||||||||||||
A summary of the changes in restricted stock outstanding under Cadence’s equity incentive plans during fiscal 2025 is presented below:
Weighted Average Grant Date | Aggregate Intrinsic | ||||||||||||||||
| Shares | Fair Value | Value | |||||||||||||||
| (In thousands) | (In thousands) | ||||||||||||||||
| Unvested shares as of December 31, 2024 | 4,557 | $ | 186.79 | ||||||||||||||
| Granted | 2,341 | 181.08 | |||||||||||||||
| Vested | (2,049) | 185.75 | |||||||||||||||
| Forfeited | (203) | 229.50 | |||||||||||||||
| Unvested shares as of December 31, 2025 | 4,646 | $ | 182.50 | $ | 779,350 | ||||||||||||
As of December 31, 2025, Cadence had total unrecognized compensation expense related to restricted stock grants of $641.9 million, which will be recognized over a weighted average vesting period of 1.9 years.
The total fair value realized by employees upon vesting of restricted stock during fiscal 2025, 2024 and 2023 was:
| 2025 | 2024 | 2023 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Fair value of restricted stock realized upon vesting | $ | 610,406 | $ | 649,152 | $ | 442,556 | |||||||||||
Employee Stock Purchase Plan
Cadence provides an ESPP that enables eligible employees to purchase shares of its common stock. Offering periods under the plan last a duration of six months beginning on either February 1 or August 1, with the purchase dates falling on the last day of the six-month offering period. For the offering periods commencing after February 1, 2022, eligible employees may purchase Cadence’s common stock at a price equal to 85% of the lower of the fair market value at the beginning or the end of the applicable offering period, in an amount not to exceed 15% of their annual base earnings plus bonuses and commissions, and subject to a limit in any calendar year of $25,000. The ESPP may be amended from time to time. During fiscal 2024, Cadence's stockholders approved an amendment to Cadence's Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance by 3.5 million. As of December 31, 2025, the total number of shares available for future issuance under the ESPP was 5.7 million.
Compensation expense is calculated using the fair value of the employees’ purchase rights under the Black-Scholes option pricing model. The weighted average grant date fair value of purchase rights granted under the ESPP and the weighted average assumptions used in the model for fiscal 2025, 2024 and 2023 were as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| Dividend yield | None | None | None | ||||||||||||||
| Expected volatility | 38.8 | % | 32.1 | % | 29.9 | % | |||||||||||
| Risk-free interest rate | 4.2 | % | 5.1 | % | 4.5 | % | |||||||||||
| Expected term (in years) | 0.5 | 0.5 | 0.5 | ||||||||||||||
Weighted average fair value of purchase rights granted | $ | 87.92 | $ | 65.50 | $ | 50.95 | |||||||||||
Shares of common stock issued under the ESPP for fiscal 2025, 2024 and 2023 were as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||
| Cadence shares purchased under the ESPP | 507 | 548 | 647 | ||||||||||||||
| Cash received for the purchase of shares under the ESPP | $ | 118,776 | $ | 115,335 | $ | 102,017 | |||||||||||
| Weighted average purchase price per share | $ | 234.08 | $ | 210.31 | $ | 157.70 | |||||||||||
Reserved for Future Issuance
As of December 31, 2025, Cadence had reserved the following shares of authorized but unissued common stock for future issuance:
| Shares | |||||
| (In thousands) | |||||
| Employee equity incentive plans* | 16,748 | ||||
| Employee stock purchase plans | 5,724 | ||||
| Directors stock plans* | 424 | ||||
| Total | 22,896 | ||||
_____________
*Includes shares reserved for: (i) issuance upon exercise of future option grants, (ii) issuance upon vesting of future restricted stock grants, (iii) outstanding but unexercised options to purchase common stock, or (iv) unvested restricted stock units.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 14, 2024 | |
| 2022 | Feb 22, 2022 | |
| 2021 | Feb 22, 2021 | |
| 2019 | Feb 24, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 20, 2018 | |
| 2016 | Feb 18, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.