CDNS Form 4: Paul Cunningham Disposes 1,000 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Cadence Design Systems insider sale disclosed. Paul Cunningham, Senior Vice President, sold 1,000 shares of Cadence common stock on 09/02/2025 at a reported price of $343.95 per share under a Rule 10b5-1 trading plan adopted on 03/14/2025. After the transaction he is reported to beneficially own 102,499 shares. The Form 4 was submitted with a signature by an attorney-in-fact on 09/04/2025. The filing discloses a routine, prearranged sale by an officer rather than an open-market ad hoc trade.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, which supports compliance and reduces signaling risk
• Full disclosure provided including transaction date, price, quantity, and post-transaction beneficial ownership

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer sold a small block under a 10b5-1 plan; disclosure is routine and likely not material to fundamentals.

The Form 4 shows a single sale of 1,000 shares by Senior Vice President Paul Cunningham at $343.95 executed pursuant to a Rule 10b5-1 trading plan adopted 03/14/2025. The filing reports 102,499 shares beneficially owned after the sale. This is a standard insider disclosure that provides transparency about officer liquidity but does not include any company operational or financial updates. Investors should view this as routine insider selling under a prearranged plan rather than an event signaling a change in company performance.

Corporate Governance Expert

TL;DR: Use of a 10b5-1 plan indicates preplanned, compliant execution; filing meets Section 16 disclosure requirements.

The report explicitly states the transaction was effected pursuant to a Rule 10b5-1 trading plan, which provides an affirmative defense to insider trading allegations when properly adopted. The Form 4 contains the required details: transaction date, quantity sold, sale price, and post-transaction beneficial ownership, and it is executed by an attorney-in-fact. From a governance perspective, the filing reflects appropriate disclosure practices for an officer sale; it contains no indications of policy violations or governance concerns.

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
Estimated average burden
hours per response:			0.5

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^*

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)
09/02/2025

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	09/02/2025		S		1,000(1)	D	$343.95	102,499	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. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 3/14/2025 by the Reporting Person.

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for Paul Cunningham	09/04/2025
	** 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 did Cadence (CDNS) insider Paul Cunningham report on this Form 4?

The Form 4 shows Paul Cunningham sold 1,000 shares of Cadence common stock on 09/02/2025 at $343.95 per share.

Was the sale executed under a prearranged trading plan?

Yes. The filing states the transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on 03/14/2025.

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

The Form 4 reports 102,499 shares beneficially owned following the reported transaction.

When was the Form 4 signed and filed?

The signature on the Form 4 by an attorney-in-fact is dated 09/04/2025.

Does the Form 4 disclose any derivative transactions or other security types?

No. The filing only reports a non-derivative sale of common stock and contains no derivative securities information.