[Form 4] CADENCE DESIGN SYSTEMS INC Insider Trading Activity

Rhea-AI Filing Summary

John M. Wall, Sr. VP & CFO of Cadence Design Systems (CDNS), reported a disposition of 2,300 shares of Cadence common stock on 09/15/2025 at a reported price of $351.52 per share. After the transaction he beneficially owned 78,215 shares directly. The filing states the shares were withheld to satisfy tax obligations arising from the vesting of a Performance Stock Award, and the Form 4 was signed by an attorney-in-fact on 09/17/2025.

Positive

• Transparent disclosure of the transaction on Form 4 with transaction date, price, and post-transaction holdings
• Reason for disposition provided (shares withheld to satisfy tax obligations from vesting of a Performance Stock Award)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-related share withholding by a named executive; limited market impact.

The transaction reflects a common post-vesting tax withholding rather than an open-market sale for liquidity. Disposition of 2,300 shares at $351.52 reduces the reporting person’s direct holdings to 78,215 shares, which remains disclosed transparently on Form 4. From a financial perspective, the size of the disposition relative to total holdings appears modest and is explicitly attributed to tax obligations, indicating it is unlikely to signal a change in the executive's outlook on the company.

Corporate Governance Expert

TL;DR: Proper Section 16 disclosure completed; action appears administrative (tax withholding) not strategic.

The Form 4 identifies the reporting person, role, and relationship to the issuer and provides the required details: transaction date, amount disposed, price, post-transaction holdings, and a clear explanation that shares were withheld to satisfy tax obligations from vesting of a Performance Stock Award. The filing was signed via attorney-in-fact, which is acceptable when authorized. This complies with reporting obligations and poses no immediate governance concern.

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
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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).

1. Name and Address of Reporting Person^*

WALL JOHN 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		F		2,300(1)	D	$351.52	78,215	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 Performance Stock Award.

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for John M. Wall	09/17/2025
	** 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 transaction did John M. Wall report on Form 4 for CDNS?

He reported a disposition of 2,300 shares of Cadence common stock on 09/15/2025.

At what price were the CDNS shares disposed by John M. Wall?

The reported price was $351.52 per share.

How many CDNS shares does John M. Wall beneficially own after this transaction?

He beneficially owned 78,215 shares following the reported transaction.

Why were the CDNS shares disposed according to the Form 4?

The filing states the shares were withheld to satisfy tax obligations arising from vesting of a Performance Stock Award.

When was the Form 4 for John M. Wall signed?

The Form shows a signature by an attorney-in-fact dated 09/17/2025.