Cadence (CDNS) SVP Paul Scannell sells 1,071 shares under 10b5-1 plan

Rhea-AI Filing Summary

Cadence Design Systems senior vice president Paul Scannell reported an open-market sale of 1,071 shares of common stock at $345.06 per share. After this sale, he directly holds 32,181 shares. Earlier, 75 shares were withheld at $347.24 per share to cover tax obligations from the vesting of a Restricted Stock Award, which is a non-market disposition. The filing notes that the sale was executed under a pre-arranged Rule 10b5-1 Trading Plan adopted by Scannell, indicating the transaction was scheduled in advance rather than timed discretionarily.

Insights

Equity compensation and insider-trading analyst

Routine executive stock sale with small size and pre-set 10b5-1 plan.

Senior vice president Paul Scannell sold 1,071 shares of Cadence Design Systems common stock at $345.06 per share. The transaction leaves him with 32,181 directly held shares, indicating he retains a substantial equity stake.

An additional 75 shares were surrendered at $347.24 per share solely to satisfy taxes from a Restricted Stock Award vesting, which is an administrative, non-market step. The sale was executed under a Rule 10b5-1 Trading Plan adopted on 9/9/2025, suggesting it was pre-scheduled and more indicative of routine portfolio management than a timing call.

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. 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

Open-market sale shares: 1,071 shares Sale price: $345.06 per share Shares withheld for taxes: 75 shares +3 more

6 metrics

Open-market sale shares 1,071 shares Common stock sold on 2026-05-18

Sale price $345.06 per share Open-market transaction on 2026-05-18

Shares withheld for taxes 75 shares Tax-withholding disposition on 2026-05-15

Tax-withholding price $347.24 per share Shares delivered to satisfy tax obligations

Shares after sale 32,181 shares Direct holdings following 1,071-share sale

Shares after tax withholding 33,252 shares Direct holdings after 75-share tax withholding event

Key Terms

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

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.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the F-code transaction"

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.

open-market sale financial

"transaction_action: "open-market sale" for the S-code transaction"

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.

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)

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		F		75(1)	D	$347.24	33,252	D
Common Stock	05/18/2026		S		1,071(2)	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. Shares withheld to satisfy tax obligations arising out of vesting of Restricted Stock Award.

2. 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 transaction did Paul Scannell report for CADENCE DESIGN SYSTEMS INC (CDNS)?

Paul Scannell reported selling 1,071 shares of Cadence Design Systems common stock in an open-market transaction at $345.06 per share. The Form 4 also shows a separate small share disposition for taxes related to a Restricted Stock Award vesting.

How many CDNS shares does Paul Scannell hold after the reported transactions?

After the reported transactions, Paul Scannell directly holds 32,181 shares of Cadence Design Systems common stock. This figure reflects his position following the 1,071-share open-market sale disclosed in the Form 4 filing.

Were any Cadence Design Systems (CDNS) shares disposed of for tax withholding purposes?

Yes. The filing shows 75 Cadence Design Systems shares were withheld at $347.24 per share to satisfy tax obligations arising from the vesting of a Restricted Stock Award. This tax-withholding disposition is not an open-market sale.

Was the CDNS insider sale by Paul Scannell made under a Rule 10b5-1 trading plan?

Yes. The Form 4 states the reported transaction was effected under a Rule 10b5-1 Trading Plan adopted on September 9, 2025. Such plans pre-schedule trades, indicating the timing was determined in advance rather than chosen opportunistically.

What is the main Form 4 transaction code used in the CDNS filing for Paul Scannell?

The main Form 4 transaction uses code “S,” indicating a sale of Cadence Design Systems common stock in the open market or a private transaction. A second transaction uses code “F” for shares withheld to cover tax obligations.