Cadence (NASDAQ: CDNS) CEO awarded RSUs as 78,093 shares withheld for tax

Rhea-AI Filing Summary

Cadence Design Systems President and CEO Anirudh Devgan reported equity compensation activity and related tax withholding. On March 16, 2026, he received a grant of 40,562 shares of Common Stock as restricted stock units at no purchase price. On March 16 and 17, a total of 78,093 shares of Common Stock were withheld at prices around $292.72–$293.75 per share to satisfy tax obligations arising from the vesting of performance-based and other restricted stock awards, rather than open-market sales. After these transactions, he directly held 158,383 Common Stock shares, which includes 70 shares acquired through the employee stock purchase plan.

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

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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)
03/16/2026

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	03/16/2026		F		64,684(1)	D	$292.72	131,230(2)	D
Common Stock	03/16/2026		F		5,850(3)	D	$292.72	125,380	D
Common Stock	03/16/2026		A		40,562(4)	A	$0	165,942	D
Common Stock	03/17/2026		F		7,559(5)	D	$293.75	158,383	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-Based Restricted Stock Units that have met the performance criteria.

2. Amount of securities beneficially owned includes 70 shares acquired by the Reporting Person through the Employee Stock Purchase Plan on January 30, 2026.

3. Shares withheld to satisfy tax obligations arising out of vesting of Performance-Based Incentive Stock Awards.

4. Grant of Restricted Stock Units.

5. Shares withheld to satisfy tax obligations arising out of vesting of Restricted Stock Units.

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for Anirudh Devgan	03/18/2026
	** 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?

Anirudh Devgan reported a grant of 40,562 Cadence common shares as restricted stock units and tax-related withholding of 78,093 shares tied to vesting equity awards. These are compensation and tax events, not open-market purchases or sales.

Were the Cadence (CDNS) CEO’s recent Form 4 transactions open-market stock sales?

No. The 78,093 Cadence shares reported as dispositions were withheld to cover tax obligations on vesting performance-based and other restricted stock units. They were not discretionary open-market sales and reflect standard equity compensation tax treatment.

How many Cadence (CDNS) shares did the CEO receive in his latest equity grant?

The CEO received 40,562 Cadence common shares as a grant of restricted stock units. The grant price was reported as $0.00 per share, indicating compensation rather than a purchase. These units typically vest over time according to award terms.

How many Cadence (CDNS) shares were withheld for the CEO’s tax obligations?

A total of 78,093 Cadence common shares were withheld at prices around $292.72–$293.75 per share. The withholding satisfied tax liabilities from vesting performance-based restricted stock units and incentive stock awards, plus other restricted stock units.

What is the Cadence (CDNS) CEO’s direct shareholding after these Form 4 transactions?

Following the grant and tax-withholding events, the CEO directly held 158,383 Cadence common shares. This total includes 70 shares acquired through the company’s employee stock purchase plan on January 30, 2026, as noted in the filing footnotes.

What do the footnotes in the Cadence (CDNS) CEO’s Form 4 explain?

The footnotes clarify that shares labeled with code F were withheld to satisfy tax obligations from vesting performance-based and other restricted stock units. They also note that his beneficially owned amount includes 70 shares acquired via the employee stock purchase plan.