Cadence (NASDAQ: CDNS) CEO sells shares, exercises options under 10b5-1 plan

Rhea-AI Filing Summary

CADENCE DESIGN SYSTEMS INC President and CEO Anirudh Devgan reported a pre-planned combination of stock option exercise and share sale. On May 22, 2026, he sold 51,887 shares of common stock in an open-market transaction at $370.00 per share.

On the same date, he exercised non-qualified stock options covering 25,000 shares of common stock at an exercise price of $78.76 per share. Following these transactions, he directly held 355,412 shares of common stock and 26,821 non-qualified stock options. The filing notes the activity was carried out under a Rule 10b5-1 Trading Plan adopted on 9/6/2024 and first amended on 8/6/2025.

Insights

Equity analyst

Cadence’s CEO executed pre-planned option exercises and share sales, a routine liquidity event with substantial holdings retained.

President and CEO Anirudh Devgan sold 51,887 shares of CADENCE DESIGN SYSTEMS INC common stock at $370.00 per share in an open-market transaction. He also exercised non-qualified stock options for 25,000 shares at an exercise price of $78.76 per share, converting derivatives into common stock.

After these transactions, Devgan directly held 355,412 shares of common stock and 26,821 non-qualified stock options, indicating he maintains a significant equity stake. A key detail is that the filing states the activity was effected under a Rule 10b5-1 Trading Plan adopted on 9/6/2024 and first amended on 8/6/2025, suggesting the trades followed a pre-established schedule rather than discretionary timing.

Insider Trade Summary 10b5-1

Net Seller: 51,887 shares ($19,198,190)

Net Sell 3 txns

Insider DEVGAN ANIRUDH

Role President and CEO

Sold 51,887 shs ($19.20M)

Type	Security	Shares	Price	Value
Exercise	Non Qualified Stock Option (right to buy)	25,000	$0.00	--
Exercise	Common Stock	25,000	$78.76	$1.97M
Sale	Common Stock	51,887	$370.00	$19.20M

Holdings After Transaction: Non Qualified Stock Option (right to buy) — 26,821 shares (Direct, null); Common Stock — 355,412 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.

Key Figures

Shares sold: 51,887 shares Sale price: $370.00 per share Options exercised: 25,000 shares +3 more

6 metrics

Shares sold 51,887 shares Open-market sale of common stock at $370.00 per share on May 22, 2026

Sale price $370.00 per share Price for 51,887 Cadence common shares sold in open market

Options exercised 25,000 shares Non-qualified stock options converted into common shares at $78.76 exercise price

Option exercise price $78.76 per share Exercise price of non-qualified stock options for 25,000 underlying shares

Shares held after 355,412 shares Direct common stock ownership after the reported transactions

Options remaining 26,821 options Non-qualified stock options outstanding after the exercise transaction

Key Terms

Rule 10b5-1 Trading Plan, Non Qualified Stock Option (right to buy), open-market sale, derivative security, +1 more

5 terms

Rule 10b5-1 Trading Plan financial

"The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 9/6/2024"

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 security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

non-derivative financial

"transaction_type: non-derivative"

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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	05/22/2026		M		25,000(1)	A	$78.76	355,412	D
Common Stock	05/22/2026		S		51,887(1)	D	$370	303,525	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
Non Qualified Stock Option (right to buy)	$78.76	05/22/2026		M			25,000	(2)	02/14/2027	Common Stock	25,000	$0	26,821	D

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 Devgan	05/27/2026
	** 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) CEO Anirudh Devgan report?

Cadence CEO Anirudh Devgan reported an open-market sale of 51,887 common shares at $370.00 per share and the exercise of non-qualified stock options for 25,000 shares at an exercise price of $78.76 per share, all on May 22, 2026.

How many Cadence (CDNS) shares did the CEO sell and at what price?

On May 22, 2026, CEO Anirudh Devgan sold 51,887 Cadence common shares in an open-market transaction at an average price of $370.00 per share, according to the Form 4 insider trading report filed for CADENCE DESIGN SYSTEMS INC.

What stock options did the Cadence (CDNS) CEO exercise in this Form 4?

The Form 4 shows Devgan exercised 25,000 non-qualified stock options, each with an exercise price of $78.76 per share, converting them into an equal number of common shares. A footnote states these options vested at a rate of 1/48th per month.

How many Cadence (CDNS) shares and options does the CEO hold after these trades?

Following the reported transactions, CEO Anirudh Devgan directly holds 355,412 shares of Cadence common stock and 26,821 non-qualified stock options, as disclosed in the Form 4’s post-transaction ownership fields for non-derivative and derivative securities.

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

Yes. A footnote states the transactions were effected pursuant to a Rule 10b5-1 Trading Plan adopted on 9/6/2024 and first amended on 8/6/2025, indicating the trades followed a pre-arranged schedule rather than ad hoc market timing decisions.

Does the Cadence (CDNS) CEO still hold derivative securities after exercising options?

Yes. After exercising 25,000 non-qualified stock options, the Form 4 shows 26,821 non-qualified stock options remaining. The derivativeSummary contains no additional derivative positions beyond this disclosed post-transaction option balance.