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Cadence (NASDAQ: CDNS) CFO pre-planned sale of 5,000 shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

CADENCE DESIGN SYSTEMS INC Sr. VP & CFO John M. Wall sold 5,000 shares of common stock in open-market transactions. The trades occurred on May 5, 2026 at prices reported in weighted averages, with underlying sale prices ranging from $346.16 to $351.42. The filing states these transactions were executed under a previously adopted Rule 10b5-1 Trading Plan, indicating they were pre-scheduled rather than discretionary market-timed sales.

Positive

  • None.

Negative

  • None.
Insider WALL JOHN M
Role Sr. VP & CFO
Sold 5,000 shs ($1.74M)
Type Security Shares Price Value
Sale Common Stock 412 $346.68 $143K
Sale Common Stock 1,021 $347.75 $355K
Sale Common Stock 1,907 $348.68 $665K
Sale Common Stock 1,280 $349.41 $447K
Sale Common Stock 380 $351.32 $134K
Holdings After Transaction: Common Stock — 86,463 shares (Direct, null)
Footnotes (1)
  1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 5/6/2025 by the Reporting Person. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $346.16 to $347.11, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $347.175 to $348.16, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $348.18 to $349.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $349.21 to $349.70, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $350.955 to $351.42, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Shares sold 5,000 shares Total common stock sold by CFO on May 5, 2026
Lowest sale price range $346.16–$347.11 Price range for one set of weighted-average sales
Highest sale price range $350.955–$351.42 Price range for another set of weighted-average sales
Rule 10b5-1 plan adoption date May 6, 2025 Date CFO’s trading plan was adopted
Individual reported sale prices $351.32, $349.41, $348.68, $347.75, $346.68 Weighted-average prices for each transaction line
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 5/6/2025"
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.
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
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.
non-derivative financial
"transaction_type": "non-derivative""
Form 4 regulatory
"The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
WALL JOHN M
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Sr. VP & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/05/2026S412(1)D$346.68(2)86,463D
Common Stock05/05/2026S1,021(1)D$347.75(3)85,442D
Common Stock05/05/2026S1,907(1)D$348.68(4)83,535D
Common Stock05/05/2026S1,280(1)D$349.41(5)82,255D
Common Stock05/05/2026S380(1)D$351.32(6)81,875D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 5/6/2025 by the Reporting Person.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $346.16 to $347.11, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $347.175 to $348.16, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $348.18 to $349.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $349.21 to $349.70, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $350.955 to $351.42, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
/s/ Ahalya Hildreth, Attorney-in-Fact for John M. Wall05/07/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did CADENCE DESIGN SYSTEMS (CDNS) CFO John M. Wall report on this Form 4?

He reported selling 5,000 shares of Cadence common stock in open-market transactions. The trades took place on May 5, 2026, and were executed under a previously adopted Rule 10b5-1 trading plan, indicating the sales were pre-scheduled rather than discretionary.

How many CADENCE DESIGN SYSTEMS (CDNS) shares did the CFO sell and at what prices?

John M. Wall sold a total of 5,000 Cadence common shares. The reported transaction prices are weighted averages, with individual sales executed in ranges from $346.16 to $351.42 per share, according to multiple price-range footnotes included in the filing.

Were the CADENCE DESIGN SYSTEMS (CDNS) CFO’s stock sales made under a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 Trading Plan adopted on May 6, 2025. Such plans allow executives to pre-schedule trades, reducing the likelihood that sales reflect short-term views on the stock’s future performance.

What type of transactions did CADENCE DESIGN SYSTEMS (CDNS) disclose for its CFO on this date?

The Form 4 reports non-derivative transactions in Cadence common stock coded as “S” for open-market or private sales. All five line items are classified as open-market sales, with no option exercises, gifts, or tax-withholding entries reported in the transaction summary.

Did the CADENCE DESIGN SYSTEMS (CDNS) CFO trade any derivatives in this Form 4 filing?

No derivatives are shown in this Form 4. The derivativeSummary section is empty and the transaction summary lists zero derivative transactions, indicating only direct common stock sales were reported for the May 5, 2026 trading activity.