WALL JOHN M 4

What Happened

• John M. Wall, Senior Vice President & Chief Financial Officer of Cadence Design Systems (CDNS), had shares withheld to satisfy tax obligations tied to vested awards and received a grant of restricted stock units (RSUs).
• Dispositions (tax withholding): 19,516 shares @ $292.72 on 2026-03-16 ($5,712,724), 2,301 shares @ $292.72 on 2026-03-16 ($673,549), and 2,867 shares @ $293.75 on 2026-03-17 ($842,181) — total withheld/ disposed = 24,684 shares for $7,228,454.
• Award (acquisition): Grant of 15,616 Restricted Stock Units on 2026-03-16 (reported as acquired at $0.00 in the filing).

Key Details

• Transaction dates & prices: 3/16/2026 at $292.72 (two withholdings: 19,516 shares and 2,301 shares); 3/17/2026 at $293.75 (2,867 shares); RSU grant on 3/16/2026 (15,616 RSUs).
• Shares owned after transaction: filing does not list a total post-transaction beneficial ownership amount; it notes 70 shares acquired via the Employee Stock Purchase Plan are included in beneficial ownership (footnote F2).
• Footnotes / nature of transactions:
  • F1, F3, F5: Shares were withheld to satisfy tax obligations arising from vesting of performance-based and other restricted awards (these appear as dispositions in the filing).
  • F4: The 15,616-share line is a grant of Restricted Stock Units.
  • F2: Beneficial ownership includes 70 ESPP shares.
• Timeliness: Transactions occurred 3/16–3/17/2026 and the Form 4 was filed 3/18/2026; the filing appears timely (no late-filing flag noted).

Context

• These dispositions are tax-withholdings (company retained shares to cover tax liability upon vesting), not necessarily open-market sales by the insider — a routine administrative step following award vesting.
• The RSU grant is a non-cash award; while it increases the insider’s potential future ownership, the filing’s disposals reflect tax withholding rather than a market sentiment-driven sale.
• For retail investors, such tax-withholding disposals are common and do not carry the same informational weight as voluntary, open-market insider purchases or planned sales disclosed under a 10b5-1 plan.