Cadence (NASDAQ: CDNS) SVP sells 1,071 shares, retains 32,181

Rhea-AI Filing Summary

CADENCE DESIGN SYSTEMS INC senior vice president Paul Scannell reported an open-market sale of 1,071 shares of common stock at $345.06 per share. In a separate transaction, 75 shares were withheld to cover tax obligations from the vesting of a Restricted Stock Award. After these transactions, he directly holds 32,181 shares of Cadence common stock. The filing notes it was submitted late due to an inadvertent administrative oversight and that the sale was made under a pre-arranged Rule 10b5-1 Trading Plan adopted on 9/9/2025.

Insider Trade Summary 10b5-1

Net Seller: 1,071 shares ($369,559)

Net Sell 2 txns

Insider Scannell Paul

Role Sr. Vice President

Sold 1,071 shs ($370K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,071	$345.06	$370K
Tax Withholding	Common Stock	75	$347.24	$26K

Holdings After Transaction: Common Stock — 32,181 shares (Direct, null)

Footnotes (1)

1. This Form 4 is being filed late due to an inadvertent administrative oversight and not any error of the reporting person. Shares withheld to satisfy tax obligations arising out of vesting of Restricted Stock Award. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 9/9/2025 by the Reporting Person.

Key Figures

Shares sold: 1,071 shares Sale price: $345.06 per share Tax-withheld shares: 75 shares +2 more

5 metrics

Shares sold 1,071 shares Open-market sale of common stock

Sale price $345.06 per share Price for 1,071-share sale

Tax-withheld shares 75 shares Withheld for tax on Restricted Stock Award vesting

Post-transaction holdings 32,181 shares Direct Cadence common stock held after transactions

Net share change (sales) 1,071 shares Net-sell shares from transaction summary

Key Terms

Rule 10b5-1 Trading Plan, Restricted Stock Award, open-market sale, tax-withholding disposition

4 terms

Rule 10b5-1 Trading Plan regulatory

"The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 9/9/2025"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Award financial

"Shares withheld to satisfy tax obligations arising out of vesting of Restricted Stock Award"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Scannell Paul

(Last) (First) (Middle)

2655 SEELY AVENUE, BLDG. 5

(Street)

SAN JOSE CALIFORNIA 95134

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CADENCE DESIGN SYSTEMS INC [ CDNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/20/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026(1)		F		75(2)	D	$347.24	33,252	D
Common Stock	05/18/2026		S		1,071(3)	D	$345.06	32,181	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This Form 4 is being filed late due to an inadvertent administrative oversight and not any error of the reporting person.

2. Shares withheld to satisfy tax obligations arising out of vesting of Restricted Stock Award.

3. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 9/9/2025 by the Reporting Person.

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for Paul Scannell	05/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Cadence (CDNS) report for Paul Scannell?

Cadence reported that senior vice president Paul Scannell sold 1,071 shares of common stock at $345.06 per share. In addition, 75 shares were withheld to satisfy tax obligations from a Restricted Stock Award vesting.

At what price did the Cadence (CDNS) executive sell his shares?

Paul Scannell sold 1,071 shares of Cadence common stock at $345.06 per share. This was an open-market transaction classified under code S, reflecting a standard sale in the public market or a private transaction.

How many Cadence (CDNS) shares does Paul Scannell hold after these transactions?

Following the reported transactions, Paul Scannell directly holds 32,181 shares of Cadence common stock. This figure reflects his remaining ownership after the 1,071-share sale and the 75-share tax-withholding disposition.

Why were 75 Cadence (CDNS) shares disposed of in this Form 4/A?

The 75 shares were withheld to satisfy tax obligations arising from the vesting of a Restricted Stock Award. This disposition is coded F and represents a tax-withholding mechanism, not an open-market sale by the insider.

Was the Cadence (CDNS) insider sale made under a Rule 10b5-1 plan?

Yes. The filing states the reported sale was effected under a Rule 10b5-1 Trading Plan adopted on 9/9/2025. Such pre-arranged plans schedule trades in advance, helping separate them from day-to-day market timing decisions.

Why was this Cadence (CDNS) Form 4/A filed late?

The document explains that the Form 4 was filed late due to an inadvertent administrative oversight. It explicitly notes the delay was not caused by any error of the reporting person, addressing the reason for the late amendment.