Cadence (NASDAQ: CDNS) SVP has 112 shares withheld at $283.46

Rhea-AI Filing Summary

Cadence Design Systems reported an insider tax-related share disposition by Senior Vice President Paul Scannell. On February 17, 2026, 112 shares of common stock were withheld at $283.46 per share to satisfy tax obligations from the vesting of a restricted stock award.

Following this withholding, Scannell directly beneficially owns 20,279 Cadence shares, which includes 70 shares acquired through the company’s Employee Stock Purchase Plan on January 30, 2026. The transaction is classified as a tax-withholding disposition rather than an open-market sale.

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

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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).

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^*

Scannell Paul

(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. Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		F		112(1)	D	$283.46	20,279(2)	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 Restricted Stock Award.

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

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for Paul Scannell	02/19/2026
	** 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.

FAQ

What insider transaction did Cadence (CDNS) report for Paul Scannell?

Cadence reported a tax-related share withholding for Senior Vice President Paul Scannell. On February 17, 2026, 112 common shares were withheld to cover tax obligations arising from the vesting of a restricted stock award, not from an open-market sale.

How many Cadence (CDNS) shares were withheld and at what price?

The Form 4 shows 112 Cadence common shares withheld at $283.46 per share. These shares were retained to satisfy tax liabilities triggered by the vesting of a restricted stock award, rather than being sold into the open market.

How many Cadence (CDNS) shares does Paul Scannell own after this transaction?

After the tax-withholding disposition, Paul Scannell beneficially owns 20,279 Cadence shares directly. This total includes 70 shares that he acquired through Cadence’s Employee Stock Purchase Plan on January 30, 2026, as noted in the Form 4 footnotes.

What does the Cadence (CDNS) Form 4 say about ESPP purchases?

The Form 4 footnotes state that Scannell’s beneficial ownership includes 70 shares acquired through Cadence’s Employee Stock Purchase Plan on January 30, 2026. These ESPP shares form part of his 20,279-share direct ownership position after the reported withholding transaction.

Was the Cadence (CDNS) insider transaction an open-market sale?

No. The transaction is described as a tax-withholding disposition, coded “F” on Form 4. Cadence withheld 112 shares of common stock to satisfy Scannell’s tax obligations from restricted stock vesting, rather than executing a traditional open-market sale of shares.