CDNS Form 4: Insider Withholding After RSU Vesting at $350+ Prices

Rhea-AI Filing Summary

Paul Scannell, Senior Vice President and director at Cadence Design Systems (CDNS), reported two stock dispositions tied to tax withholding on vested restricted stock awards. On 08/15/2025 he disposed of 274 shares at an indicated price of $349.88, leaving 26,770 shares beneficially owned. On 08/18/2025 he disposed of 181 shares at $356.25, leaving 26,589 shares beneficially owned. The filing explains the shares were withheld to satisfy tax obligations arising from vesting. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Scannell on 08/19/2025.

Positive

• Transparent disclosure of transaction dates, share amounts, prices, and explanation that disposals were for tax withholding
• Compliance with Section 16 reporting: Form 4 filed and signed by attorney-in-fact, indicating procedural adherence

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider tax-withholding share disposals; immaterial to company fundamentals.

The transactions represent small-scale share disposals driven by tax withholding on vested restricted stock awards rather than open-market selling for liquidity or strategic reasons. Sizes—274 and 181 shares—are minor relative to institutional float and the reported remaining beneficial ownership (26,770 and 26,589 shares). Sale prices shown ($349.88 and $356.25) merely reflect withholding mechanics, not necessarily market-driven intent. Impact on investors and capitalization is negligible.

Corporate Governance Expert

TL;DR: Disclosure is standard and complies with Section 16 reporting requirements.

The Form 4 discloses the nature of the dispositions as tax-withholding related to RSU vesting and includes transaction dates, share amounts, and prices. The filing was executed by an attorney-in-fact and lists the reporting persons positions with the issuer, supporting transparency. No indications of unusual trading patterns or governance concerns are present within the disclosed items.

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).

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)
08/15/2025

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	08/15/2025		F		274(1)	D	$349.88	26,770	D
Common Stock	08/18/2025		F		181(1)	D	$356.25	26,589	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.

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for Paul Scannell	08/19/2025
	** 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.