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  4. [Form 4] CADENCE DESIGN SYSTEMS INC Insider Trading Activity

Cadence (NASDAQ: CDNS) CEO sells 76,827 shares after option exercise

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

Rhea-AI Filing Summary

CADENCE DESIGN SYSTEMS INC President and CEO Anirudh Devgan reported option exercises and share sales. On June 1, 2026, he exercised non-qualified stock options for 26,821 shares of common stock at an exercise price of $78.76 per share, then sold 51,822 shares at $395.00 per share in open-market transactions. On June 2, 2026, he sold an additional 25,005 shares at $415.00 per share. Following these transactions, he directly holds 253,519 shares of Cadence common stock. The filing notes that the transactions were effected pursuant to a Rule 10b5-1 Trading Plan adopted on 9/6/2024 and first amended on 8/6/2025.

Positive

  • None.

Negative

  • None.
Insider DEVGAN ANIRUDH
Role President and CEO
Sold 76,827 shs ($30.85M)
Type Security Shares Price Value
Sale Common Stock 25,005 $415.00 $10.38M
Exercise Non Qualified Stock Option (right to buy) 26,821 $0.00 --
Exercise Common Stock 26,821 $78.76 $2.11M
Sale Common Stock 51,822 $395.00 $20.47M
Holdings After Transaction: Common Stock — 253,519 shares (Direct, null); Non Qualified Stock Option (right to buy) — 0 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 9/6/2024 and first amended on 8/6/2025 by the Reporting Person. These options vested at a rate of 1/48th per month.
Shares sold total 76,827 shares Net shares sold in reported period
Option shares exercised 26,821 shares Non-qualified stock option exercise on June 1, 2026
Sale price (first trade) $395.00 per share Open-market sale of 51,822 shares on June 1, 2026
Sale price (second trade) $415.00 per share Open-market sale of 25,005 shares on June 2, 2026
Exercise price $78.76 per share Non-qualified stock option exercise price
Shares held after transactions 253,519 shares Direct Cadence common stock holding post-trade
Rule 10b5-1 plan adoption date September 6, 2024 Trading plan adoption referenced in footnote
Option expiration February 14, 2027 Expiration date of exercised non-qualified stock option
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 9/6/2024 and first amended on 8/6/2025"
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.
Non Qualified Stock Option (right to buy) financial
"security_title: Non Qualified Stock Option (right to buy)"
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.
derivative exercise/conversion financial
"transaction_action: derivative exercise/conversion"
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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*
DEVGAN ANIRUDH
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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 Stock06/01/2026M26,821(1)A$78.76330,346D
Common Stock06/01/2026S51,822(1)D$395278,524D
Common Stock06/02/2026S25,005(1)D$415253,519D
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
Non Qualified Stock Option (right to buy)$78.7606/01/2026M26,821 (2)02/14/2027Common Stock26,821$00D
Explanation of Responses:
1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 9/6/2024 and first amended on 8/6/2025 by the Reporting Person.
2. These options vested at a rate of 1/48th per month.
Remarks:
/s/ Ahalya Hildreth, Attorney-in-Fact for Anirudh Devgan06/03/2026
** 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 insider transactions did CADENCE DESIGN SYSTEMS (CDNS) CEO Anirudh Devgan report?

Anirudh Devgan reported exercising options for 26,821 Cadence common shares and selling a total of 76,827 shares in open-market transactions. These trades were disclosed in a Form 4 insider filing and reflect both an option exercise and subsequent share sales.

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

The CEO sold 51,822 Cadence shares at $395.00 per share and 25,005 shares at $415.00 per share. Both transactions were coded as open-market sales and occurred on separate days as reported in the Form 4 filing.

What stock options did the CADENCE DESIGN SYSTEMS (CDNS) CEO exercise in this Form 4?

He exercised non-qualified stock options covering 26,821 shares of Cadence common stock at an exercise price of $78.76 per share. After this derivative exercise, the corresponding option position was fully exercised with zero options remaining from that specific grant in the filing.

How many CADENCE DESIGN SYSTEMS (CDNS) shares does the CEO hold after these transactions?

Following the reported option exercise and share sales, the CEO directly holds 253,519 shares of Cadence common stock. This post-transaction holding figure is disclosed in the Form 4 and reflects his remaining direct equity position after the reported trades.

Were the CADENCE DESIGN SYSTEMS (CDNS) CEO’s trades made under a Rule 10b5-1 plan?

Yes. The Form 4 footnote states the transactions were effected under a Rule 10b5-1 Trading Plan adopted on 9/6/2024 and first amended on 8/6/2025. Such plans pre-schedule trades, helping separate them from day-to-day discretionary decisions.

What does the Form 4 net-sell summary show for CADENCE DESIGN SYSTEMS (CDNS) CEO trades?

The transaction summary shows total sales of 76,827 shares and an exercise of 26,821 shares, resulting in a net-sell direction. This net figure reflects more shares sold than acquired through the option exercise in the reported period.