CDNS Insider Filing: SVP Exercises Options at $142.5 & Reduces Stake

Rhea-AI Filing Summary

Cadence Design Systems, Inc. (CDNS) – Form 4 insider transaction summary

On 17 June 2025, Senior Vice President Chin-Chi Teng reported a series of option exercises and open-market sales under a Rule 10b5-1 trading plan adopted 7 March 2025.

• Option exercise: 5,392 non-qualified stock options were exercised at an exercise price of $142.50 per share (grant expiring 15 Mar 2029).
• Share sales: A total of 8,892 common shares were sold in six separate tranches at weighted-average prices between $299.84 and $302.16. Price ranges for each tranche are disclosed in the footnotes.
• Net share change: After the transactions, Teng’s direct beneficial ownership declined from 140,228 to 136,213 shares, a net decrease of 4,015 shares (approximately 2.9 % of his prior holding).

The filing indicates that Teng remains a substantial long-term shareholder, holding more than 136 k shares post-transaction. The systematic nature of the trades (10b5-1 plan) suggests the activity was pre-scheduled rather than reactive to near-term news. No company-level financial metrics or strategic disclosures accompany this filing; the information is limited to the insider’s personal trading activity.

Positive

• Systematic 10b5-1 plan reduces perception of opportunistic selling.
• Executive retains 136,213 shares, maintaining substantial equity alignment with shareholders.

Negative

• Net sale of 4,015 shares by a senior executive may be interpreted as a modest bearish signal.
• No accompanying company performance data, offering limited insight into operational outlook.

Insights

Equity Research Analyst

TL;DR: Routine 10b5-1 sales; modest insider share reduction, limited company-level impact.

Insider Chin-Chi Teng exercised 5,392 options at $142.50 and sold 8,892 shares around $300, reducing his stake by roughly 4 k shares to 136 k. The pre-arranged 10b5-1 plan mitigates signalling risk, and the residual ownership remains sizable, indicating continued alignment with shareholders. In isolation, these transactions are unlikely to alter the investment thesis on CDNS, but they do modestly increase free float.

Corporate Governance Specialist

TL;DR: Insider sale under 10b5-1 plan; neutral governance signal.

The trading plan adoption date (7 Mar 2025) precedes the trades, satisfying Rule 10b5-1 safe-harbor conditions, and the option grant appears to be standard incentive compensation. Given Teng’s senior role, the roughly 2.9 % reduction in holdings is small relative to his remaining stake, suggesting no material loss of confidence. From a governance perspective, the disclosure is timely and complete, reflecting good compliance.

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^*

TENG CHIN-CHI

(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)
06/17/2025

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	06/17/2025		S		890(1)	D	$299.84(2)	138,823	D
Common Stock	06/17/2025		S		1,534(1)	D	$300.69(3)	137,289	D
Common Stock	06/17/2025		S		1,076(1)	D	$302.16(4)	136,213	D
Common Stock	06/17/2025		M		5,392(1)	A	$142.5	141,605	D
Common Stock	06/17/2025		S		1,377(1)	D	$299.87(5)	140,228	D
Common Stock	06/17/2025		S		2,478(1)	D	$300.74(6)	137,750	D
Common Stock	06/17/2025		S		1,537(1)	D	$302.15(7)	136,213	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
Non- Qualified Stock Option (right to buy	$142.5	06/17/2025		M			5,392	(8)	03/15/2029	Common Stock	5,392	$0	5,808	D

Explanation of Responses:

1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted on 3/7/2025 by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $299.555 to $300.33, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $300.57 to $300.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $301.835 to $302.43, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $299.37 to $300.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $300.45 to $301.43, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $301.835 to $302.49, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. These options vested at a rate of 1/48th per month starting on April 15, 2022.

Remarks:

	/s/ Ahalya Hildreth, Attorney-in-Fact for Chin-Chi Teng	06/20/2025
	** 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

How many Cadence (CDNS) shares did SVP Chin-Chi Teng sell on 17 June 2025?

He sold 8,892 common shares in six separate tranches at prices near $300.

What was the exercise price of the options exercised by the insider?

The non-qualified stock options were exercised at $142.50 per share.

How many Cadence shares does the insider hold after these transactions?

Following the reported trades, Teng holds 136,213 shares directly.

Were the trades conducted under a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were effected under a 10b5-1 plan adopted on 7 March 2025.

Does the Form 4 filing include any information about Cadence’s financial performance?

No. The filing is limited to changes in the insider’s beneficial ownership; it contains no earnings or operational data.