CDNS Form 4: Devgan Withholds 5,627 Shares to Cover Tax on Vesting

Rhea-AI Filing Summary

Cadence Design Systems insider transaction: Anirudh Devgan, who serves as President and CEO and as a director, had 5,627 shares withheld on 09/15/2025 at an effective price of $351.52 per share to satisfy tax obligations arising from the vesting of a Performance Stock Award. After the withholding, Devgan beneficially owns 203,921 shares. The Form 4 was signed on behalf of Devgan by an attorney-in-fact on 09/17/2025. The filing indicates this was an individual report by one reporting person and the disposition is described as withholding to cover taxes rather than an open-market sale.

Positive

• Timely and clear disclosure of the withholding transaction showing compliance with Section 16 reporting
• Insider retains significant stake with 203,921 shares beneficially owned after withholding

Negative

• Reduction in insider-held shares by 5,627 shares due to tax withholding on vested awards

Insights

Financial Analyst

TL;DR: Routine tax-withholding from equity vesting; not an active cash sale signal.

The filing shows 5,627 shares were withheld to meet tax obligations tied to a Performance Stock Award vesting on 09/15/2025 at an implicit price of $351.52. This is a common administrative disposition that reduces reported share count but does not indicate an intent to liquidate holdings for cash needs. Beneficial ownership after the transaction is 203,921 shares, preserving substantial insider alignment with shareholders.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure; demonstrates standard insider reporting and tax withholding practice.

The Form 4 clearly identifies Devgan's roles and the nature of the transaction as tax withholding related to a Performance Stock Award. The timely filing and attorney-in-fact signature on 09/17/2025 reflect procedural compliance. The transaction does not signal a change in executive position or governance structure.

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^*

DEVGAN ANIRUDH

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		5,627(1)	D	$351.52	203,921	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 Anirudh Devgan	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 Anirudh Devgan report in the CDNS Form 4?

Devgan reported that 5,627 shares were withheld on 09/15/2025 to satisfy tax obligations from the vesting of a Performance Stock Award.

At what price were the withheld shares recorded in the Form 4 for CDNS?

The withholding is recorded at a price of $351.52 per share.

How many Cadence (CDNS) shares does Devgan beneficially own after the transaction?

After the reported withholding, Devgan beneficially owns 203,921 shares.

When was the Form 4 for CDNS signed and by whom?

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

Was this Form 4 filed by multiple reporting persons?

No. The filing indicates it was a Form filed by one reporting person.