Cadence (CDNS) senior VP gains stock from performance RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Cadence Design Systems senior vice president Paul Cunningham reported routine equity compensation activity in company common stock. He acquired 39,032 and 7,364 shares through performance-based restricted stock units that met their performance criteria, with a portion scheduled to vest in three equal annual installments subject to continued service. To cover related tax obligations, 3,546 shares were withheld at a price of 289.64 per share rather than being sold on the open market. Following these transactions, he directly holds 129,586 shares of Cadence common stock.

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^*

Cunningham Paul

(Last) (First) (Middle)

2655 SEELY AVENUE

BUILDING 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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	03/18/2026		A		39,032(1)	A	$0	125,768	D
Common Stock	03/18/2026		A		7,364(2)	A	$0	133,132	D
Common Stock	03/18/2026		F		3,546(3)	D	$289.64	129,586	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. Represents Performance-Based Restricted Stock Units that have met the performance criteria.

2. Represents Performance-Based Restricted Stock Units that have met the performance criteria, which vest in three equal annual installments on the first, second and third anniversaries of the grant date subject to continued service.

3. Shares withheld to satisfy tax obligations arising out of vesting of Performance-Based Restricted Stock Units that have met the performance criteria.

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for Paul Cunningham	03/20/2026
	** 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 did Cadence (CDNS) executive Paul Cunningham report in this Form 4?

Paul Cunningham reported routine equity compensation activity. He received Cadence common shares from performance-based restricted stock units and had some shares withheld to satisfy tax obligations, rather than conducting any open-market stock purchases or sales.

How many Cadence (CDNS) shares did Paul Cunningham acquire in this filing?

He acquired 39,032 and 7,364 shares of Cadence common stock. These came from performance-based restricted stock units that met their performance criteria, reflecting compensation rather than cash purchases in the market.

Why were 3,546 Cadence (CDNS) shares disposed of in this Form 4?

The 3,546 Cadence shares were withheld to satisfy tax obligations from vesting performance-based restricted stock units. This tax-withholding disposition is not an open-market sale and is a common mechanism for handling equity award-related taxes.

What is Paul Cunningham’s Cadence (CDNS) share ownership after these transactions?

After the reported transactions, Paul Cunningham directly holds 129,586 shares of Cadence common stock. This figure reflects the net result of the equity awards received and the shares withheld to cover associated tax obligations.

What are performance-based restricted stock units in the Cadence (CDNS) filing?

The filing describes performance-based restricted stock units that first must meet performance criteria. Once they qualify, some units vest in three equal annual installments on the first, second, and third anniversaries of the grant date, subject to continued service.

Did the Cadence (CDNS) Form 4 show any open-market stock sales or purchases?

The Form 4 does not show any open-market sales or purchases. It reports equity awards and tax withholding, where shares were delivered as compensation and a portion was withheld to pay taxes arising from vesting.