Cadence Design Systems (CDNS) director sells shares under 10b5-1 trading plan

Rhea-AI Filing Summary

Cadence Design Systems director reports preplanned stock sales. A board member of Cadence Design Systems Inc. sold small blocks of common stock on 12/10/2025 under a Rule 10b5-1 trading plan adopted on 12/12/2024. The reported transactions include sales such as 64 shares at a weighted average price of $337.0993 and 41 shares at $338.09, with underlying trades occurring within disclosed price ranges from $333.465 to $340.35. Following these sales, the reporting person beneficially owned 7,650 shares of Cadence Design Systems common stock directly.

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^*

Brennan Ita M

(Last) (First) (Middle)

2655 SEELY AVENUE, BLDG. 5

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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

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

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

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	12/10/2025		S		7(1)	D	$334.0221	7,823	D
Common Stock	12/10/2025		S		4(1)	D	$334.9038(2)	7,819	D
Common Stock	12/10/2025		S		31(1)	D	$336.1531(3)	7,788	D
Common Stock	12/10/2025		S		64(1)	D	$337.0993(4)	7,724	D
Common Stock	12/10/2025		S		41(1)	D	$338.09(5)	7,683	D
Common Stock	12/10/2025		S		17(1)	D	$339.2118(6)	7,666	D
Common Stock	12/10/2025		S		10(1)	D	$340.017(7)	7,656	D
Common Stock	12/10/2025		S		6(1)	D	$340.8783(8)	7,650	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. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 12/12/2024 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 $333.465 to $334.440, 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 $334.52 to $335.33, 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 $335.65 to $336.58, 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 $336.66 to $337.65, 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 $337.685 to $338.619, 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.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $338.68 to $339.60, 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.

8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $339.75 to $340.35, 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 Ita M. Brennan	12/12/2025
	** 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.

FAQ

What insider transaction did Cadence Design Systems (CDNS) report in this filing?

The filing reports that a director of Cadence Design Systems Inc. sold small amounts of common stock on 12/10/2025 in several separate transactions.

Who is the reporting person in the Cadence Design Systems (CDNS) Form 4?

The signature block identifies Ita M. Brennan as the reporting person, with the form signed by Ahalya Hildreth acting as Attorney-in-Fact for Ita M. Brennan.

Was the Cadence Design Systems (CDNS) insider trading under a Rule 10b5-1 plan?

Yes. A footnote explains that the transactions were effected pursuant to a Rule 10b5-1 Trading Plan adopted on 12/12/2024 by the reporting person.

On what date did the Cadence Design Systems (CDNS) director sell shares and at what prices?

The sales occurred on 12/10/2025. Footnotes state that the weighted average prices reflected trades within ranges from $333.465 to $340.35 per share.

How many Cadence Design Systems (CDNS) shares did the director hold after these transactions?

After the reported sales on 12/10/2025, the form shows the director beneficially owning 7,650 shares of Cadence Design Systems common stock directly.

What specific share amounts were sold by the Cadence Design Systems (CDNS) director?

The table lists multiple small sales, including 64 shares at a weighted average price of $337.0993 and 41 shares at $338.09, along with other similar-sized trades.