CDNS Form 4: SVP Cunningham Withholds 1,827 Shares for Taxes After Vesting

Rhea-AI Filing Summary

Paul Cunningham, Senior Vice President of Cadence Design Systems (CDNS), reported a sale of 1,827 shares of Cadence common stock on 09/15/2025 at a price of $351.52 per share. After this disposition, Cunningham beneficially owns 100,672 shares directly. The filing notes the shares were withheld to satisfy tax obligations arising from the vesting of a Performance Stock Award. The Form 4 was signed on behalf of Cunningham by an attorney-in-fact on 09/17/2025.

Positive

• Compliance: The filing discloses the transaction and includes an attorney-in-fact signature dated 09/17/2025
• Clarified purpose: The report states shares were withheld for tax obligations from a vested Performance Stock Award, indicating an administrative, non-dispositive reason for the transfer

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider sold a small block of shares to cover tax withholding after a stock award vested; remaining direct ownership is 100,672 shares.

This Form 4 discloses a routine disposition tied to tax withholding rather than an open-market cash sale for diversification or liquidity. The transaction involved 1,827 shares at $351.52 per share and reduced the insider's direct holdings to 100,672 shares. For investors, this is a standard post-vesting administrative action and not an explicit signal of changed conviction by the officer based solely on the filing's contents.

Corporate Governance Expert

TL;DR: The filing documents tax-withholding on a vested equity award, a routine, compliance-driven disclosure.

The explanation clarifies the nature of the transaction: shares were withheld to satisfy taxes stemming from a Performance Stock Award vesting. The Form 4 shows proper reporting and an attorney-in-fact signature, indicating procedural compliance. There is no indication of additional sales, pledges, or changes in control in this filing.

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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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^*

Cunningham Paul

(Last) (First) (Middle)

2655 SEELY AVENUE

BUILDING 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. Vice President

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		1,827(1)	D	$351.52	100,672	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 Paul Cunningham	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 Paul Cunningham report on Form 4 for CDNS?

He reported the disposition of 1,827 shares of Cadence common stock on 09/15/2025 at $351.52 per share.

Why were the shares transferred according to the filing?

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

How many Cadence shares does Paul Cunningham beneficially own after the transaction?

The Form 4 shows he beneficially owns 100,672 shares directly following the reported transaction.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact, Ahalya Hildreth, on 09/17/2025.