CADENCE DESIGN SYSTEMS INC
For the period ended Sep 30, 2025. Filed Oct 29, 2025.
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Sep 30, 2025 · Filed Oct 29, 2025
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Item 5. Other Information
Insider Trading Arrangements
During the fiscal quarter ended September 30, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated the contracts, instructions or written plans for the purchase or sale of our securities set forth in the table below.
| Type of Trading Arrangement | |||||
| Name and Position | Action | Adoption/ TerminationDate | Rule 10b5-1* | Total Shares of Common Stock to be Sold | Expiration Date |
|---|---|---|---|---|---|
| Anirudh Devgan, President and Chief Executive Officer | Termination(1) | 8/6/2025 | X | Up to 137,837(2) | 2/20/2026 |
| Anirudh Devgan, President and Chief Executive Officer | Adoption(1) | 8/6/2025 | X | Up to 243,654(3) | 2/26/2027 |
| Chin-Chi Teng, Senior Vice President and General Manager, R&D | Adoption | 8/7/2025 | X | Up to 18,096 | 1/30/2026 |
| Paul Scannell. Senior Vice President, Worldwide Field Operations | Adoption | 9/9/2025 | X | Up to 36,541(4) | 11/13/2026 |
| * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. | |||||
(1)Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a Rule 10b5-1 trading plan adopted on September 6, 2024. As a result of this modification, the subject plan is deemed terminated and a new plan is deemed adopted as of the modification date.
(2)Includes up to 32,800 shares subject to Performance Stock Awards previously granted to Dr. Devgan subject to vesting and release to Dr. Devgan during the period from March 15, 2025 to September 15, 2025 upon the satisfaction of the applicable total shareholder return hurdles and relative total shareholder return threshold. The actual number of shares that will vest in connection with these awards is not yet determinable. In addition, the actual number of shares that will be released to Dr. Devgan in connection with these awards and may be sold under the Rule 10b5-1 trading plan will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares.
(3)Transactions under the Rule 10b5-1 trading plan will not begin until the expiration of the plan described in the preceding footnotes. Includes up to 161,440 shares subject to Performance Stock Awards previously granted to Dr. Devgan subject to vesting and release to Dr. Devgan during the period from March 15, 2025 to March 15, 2026 upon the satisfaction of the applicable total shareholder return hurdles and relative total shareholder return threshold. The actual number of shares that will vest in connection with these awards is not yet determinable. In addition, the actual number of shares that will be released to Dr. Devgan in connection with these awards and may be sold under the Rule 10b5-1 trading plan will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares.
(4)Includes up to 14,666 shares subject to Performance Stock Awards previously granted to Mr. Scannell subject to vesting and release to Mr. Scannell during the period from November 6, 2025 to August 17, 2026 upon the satisfaction of the applicable total shareholder return hurdles and relative total shareholder return threshold. The actual number of shares that will vest in connection with these awards is not yet determinable. In addition, the actual number of shares that will be released to Mr. Scannell in connection with these awards and may be sold under the Rule 10b5-1 trading plan will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares.
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