[144] CADENCE DESIGN SYSTEMS INC SEC Filing

Rhea-AI Filing Summary

Cadence Design Systems (CDNS) Form 144 notice: An insider proposes to sell 1,000 shares of Cadence common stock through Morgan Stanley Smith Barney, with an aggregate market value of $348,270 and an approximate sale date of 10/01/2025. The shares were acquired as performance shares on 09/15/2023 and payment was recorded the same day. The filing reports two recent sales by the same person totaling 2,000 shares during August and September 2025, with gross proceeds of $358,720 and $343,950 respectively. The company’s outstanding shares are listed as 272,490,000, making these transactions a very small fraction of total equity.

Positive

• Insider discloses proposed sale under Rule 144 through a broker (Morgan Stanley Smith Barney), indicating regulatory compliance.
• Securities to be sold were acquired as performance shares on 09/15/2023, showing they originated from company compensation rather than external purchase.

Negative

• Although small, the filing shows the insider completed two prior sales in the past three months (1,000 shares on 08/01/2025 and 1,000 shares on 09/02/2025), which may be noted by investors monitoring insider activity.
• The proposed sale, while minor, reduces insider holdings incrementally; 1,000 shares represent a very small fraction of the 272,490,000 outstanding shares.

Insights

Securities Analyst

TL;DR: Insider sale is small relative to float and follows prior routine disposals of performance shares.

The filing documents a proposed sale of 1,000 common shares via a broker, following two recent disposals of 1,000 shares each. The shares were originally received as performance compensation on 09/15/2023. Given the issuer's reported outstanding share count of 272,490,000, the proposed sale is immaterial to capitalization but is a routine liquidity event for the insider.

Corporate Governance Expert

TL;DR: This is a standard Rule 144 notice asserting no undisclosed material information and documenting disposition mechanics.

The filer uses a broker (Morgan Stanley Smith Barney) and affirms the representation required under Rule 144 regarding lack of nonpublic material information. The notice documents acquisition type (performance shares) and prior sales in the past three months, which supports transparency and compliance with resale rules. No governance red flags are evident from the disclosed data alone.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	1000	348270.00	272490000	10/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/15/2023	Performance Shares	ISSUER			1000	09/15/2023	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
PAUL A CUNNINGHAM 2655 Seely Avenue San Jose CA 95134	Common	09/02/2025	1000	343950.00
PAUL A CUNNINGHAM 2655 Seely Avenue San Jose CA 95134	Common	08/01/2025	1000	358720.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for CDNS disclose?

It discloses a proposed sale of 1,000 Cadence common shares via Morgan Stanley Smith Barney with an aggregate market value of $348,270 and an approximate sale date of 10/01/2025.

How were the shares being sold acquired?

The 1,000 shares were acquired as performance shares on 09/15/2023, with payment recorded the same date.

Has the filer sold other CDNS shares recently?

Yes. The filing lists two sales in the past three months: 1,000 shares sold 09/02/2025 for $343,950 and 1,000 shares sold 08/01/2025 for $358,720.

Who is the broker handling the proposed sale?

Morgan Stanley Smith Barney LLC is named as the broker for the proposed transaction.

How material is the proposed sale relative to Cadence's outstanding shares?

It is immaterial. The proposed 1,000-share sale is tiny relative to the reported 272,490,000 shares outstanding.

Does the filer represent they possess any undisclosed material information?

The filer represents they do not know any material adverse information about the issuer that has not been publicly disclosed, as required by the form.