DEVGAN ANIRUDH 4

What Happened
Anirudh Devgan, President, CEO and Director of Cadence Design Systems (CDNS), exercised a total of 50,000 stock options and completed an open-market sale on May 22, 2026. Transactions reported:

• Exercised 25,000 options at $78.76/share (cost = $1,969,000) and acquired those shares.
• Exercised/converted another 25,000 options that show as disposed at $0.00 (derivative disposition; see note below).
• Sold 51,887 shares in an open-market transaction at $370.00/share for proceeds of $19,198,190.
  The sale is a disposition (often routine liquidity), while the option exercises represent acquisition of shares before any withholding/surrender.

Key Details

• Transaction date: 2026-05-22; Form 4 filed: 2026-05-27 (filed within the two-business-day SEC deadline).
• Prices and amounts: exercised 25,000 @ $78.76 (acquired; $1,969,000); disposed 25,000 @ $0.00 (derivative); sold 51,887 @ $370.00 (proceeds $19,198,190).
• Transaction codes: M = exercise/conversion of derivative; S = sale.
• Shares owned after transaction: not specified in the excerpt provided from the filing.
• Footnotes: F1 — transactions were effected under a Rule 10b5-1 trading plan adopted 9/6/2024 and amended 8/6/2025. F2 — the options vested at 1/48th per month.

Context

• The presence of a 25,000-share disposition at $0.00 typically reflects share withholding or net settlement related to the option exercise (used to cover taxes or exercise costs); the Form 4 notes this as a derivative disposition.
• Because the sale was executed under a pre-established 10b5-1 plan, it was likely scheduled in advance and should be interpreted as a planned liquidity event rather than an ad-hoc signal of sentiment.
• Purchases (exercises) show the CEO acquiring shares, but the larger open-market sale (~$19.2M) is the dominant cash event here.