Cadence Design Systems (NASDAQ: CDNS) CFO discloses option exercises and insider sales

Rhea-AI Filing Summary

Cadence Design Systems senior vice president and CFO John M. Wall reported a series of stock option exercises and share sales in the company’s stock. On 12/16/2025, he exercised several non-qualified stock options to acquire common shares at exercise prices of $138.02, $142.50, and $202.94, then sold portions of the resulting shares in the open market at weighted average prices between about $317 and $320 per share.

The filing states that these transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on 5/6/2025, which is designed to allow insiders to trade under preset instructions. After completing the reported exercises and sales, Wall beneficially owned 69,957 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^*

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)
12/16/2025

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	12/16/2025		M		1,387(1)	A	$138.02	71,344	D
Common Stock	12/16/2025		M		8,000(1)	A	$142.5	79,344	D
Common Stock	12/16/2025		M		3,418(1)	A	$138.02	82,762	D
Common Stock	12/16/2025		M		15,000(1)	A	$202.94	97,762	D
Common Stock	12/16/2025		S		5,500(1)	D	$317.3439(2)	92,262	D
Common Stock	12/16/2025		S		9,828(1)	D	$318.1113(3)	82,434	D
Common Stock	12/16/2025		S		11,437(1)	D	$319.4091(4)	70,997	D
Common Stock	12/16/2025		S		1,040(1)	D	$320.0973(5)	69,957	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)	$138.02	12/16/2025		M			1,387	(6)	02/25/2028	Common Stock	1,387	$0	0	D
Non- Qualified Stock Option (right to buy)	$142.5	12/16/2025		M			8,000	(7)	03/15/2029	Common Stock	8,000	$0	1,888	D
Non- Qualified Stock Option (right to buy)	$138.02	12/16/2025		M			3,418	(6)	02/25/2028	Common Stock	3,418	$0	0	D
Non- Qualified Stock Option (right to buy)	$202.94	12/16/2025		M			15,000	(8)	03/15/2030	Common Stock	15,000	$0	7,112	D

Explanation of Responses:

1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 5/6/2025 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 $316.71 to $317.70, 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 $317.75 to $318.74, 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 $318.89 to $319.74, 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 $319.91 to $320.40, 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. These options vested at a rate of 1/48th per month starting on March 25, 2021.

7. These options vested at a rate of 1/48th per month starting on April 15, 2022.

8. These options vested at a rate of 1/48th per month starting on April 15, 2023.

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for John M. Wall	12/18/2025
	** 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.
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FAQ

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

The report shows that senior vice president and CFO John M. Wall exercised multiple non-qualified stock options and sold some of the resulting Cadence Design Systems common shares in market transactions on 12/16/2025.

At what prices did the Cadence Design Systems (CDNS) CFO exercise stock options and sell shares?

He exercised options with exercise prices of $138.02, $142.50, and $202.94 per share, and sold shares at weighted average prices of about $317.34, $318.11, $319.41, and $320.10 per share, each based on multiple trades within narrow price ranges.

How many Cadence Design Systems (CDNS) shares did the reporting person hold after the transactions?

Following the reported option exercises and sales on 12/16/2025, the CFO beneficially owned 69,957 shares of Cadence Design Systems common stock directly.

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

Yes. The filing states that the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on 5/6/2025 by the reporting person.

What type of derivative securities were involved in the Cadence Design Systems (CDNS) insider activity?

The filing lists non-qualified stock options (right to buy) as the derivative securities, each exercisable into Cadence Design Systems common stock at exercise prices of $138.02, $142.50, and $202.94, with expirations in 2028, 2029, and 2030.

How did the exercised Cadence Design Systems (CDNS) options vest for the CFO?

The footnotes explain that the options reported vested at a rate of 1/48th per month, starting on March 25, 2021, April 15, 2022, and April 15, 2023, respectively, depending on the specific grant.