[Form 3] Synopsys Inc Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Synopsys, Inc. (SNPS) – SEC Form 3 filed for GC & Corporate Secretary Janet Lee. The filing is triggered by the 17 Jul 2025 completion of Synopsys’ merger with Ansys, Inc. Lee now reports:

• Common stock: 8,298 shares held directly.
• Converted Ansys RSUs → Synopsys RSUs:
  • 5,385 RSUs vest 31 Dec 2025.
  • 878 RSUs vest quarterly to 3 Mar 2026.
  • 4,894 RSUs vest quarterly to 1 Mar 2027.
  • 8,705 RSUs vest one-third on 16 Feb 2026, then quarterly to 16 Feb 2028.

The RSU conversion ratio was 0.6952; Ansys common shares were exchanged for 0.3399 SNPS shares plus $199.91 cash each. Lee files as a single reporting person and is classified as an officer, not a 10 % owner. No indirect holdings are disclosed.

Positive

• Merger completion confirmed: Filing states Ansys transaction closed 17 Jul 2025, a major strategic milestone for Synopsys.
• Aligned insider incentives: 19,862 RSUs vest over multiple years, incentivising long-term performance and retention of a key officer.

Negative

• None.

Insights

Securities Analyst

TL;DR – Filing shows officer alignment and confirms Ansys deal closed.

The Form 3 confirms the Ansys acquisition closed on 17 Jul 2025 and details the equity Lee received via share and RSU conversion. 8,298 direct shares and 19,862 time- and performance-based RSUs create a meaningful incentive stake. While purely administrative, the disclosure reinforces that merger consideration and equity rollover were executed as planned, reducing execution risk. Impact on valuation is indirect but positive for governance transparency.

Corporate Governance Expert

TL;DR – Initial insider filing signals post-merger ownership structure.

By promptly filing Form 3, Synopsys meets Section 16 requirements and provides investors visibility into insider holdings after the transformative Ansys merger. Lee’s sizable RSU package, with vesting extending to 2028, ties key legal leadership to long-term performance. No red flags—no complex indirect vehicles, no short-term vesting accelerations. Overall, the filing is routine but reassuring for compliance.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LEE JANET

(Last) (First) (Middle)

675 ALMANOR AVENUE

(Street)

SUNNYVALE CA 94085

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2025

3. Issuer Name and Ticker or Trading Symbol
SYNOPSYS INC [ SNPS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GC & Corporate Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,298(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(2)	12/31/2025(3)	12/31/2025	Common Stock	5,385(4)	$0.0	D
Restricted Stock Units(2)	09/03/2025(5)	03/03/2026	Common Stock	878	$0.0	D
Restricted Stock Units(2)	09/01/2025(6)	03/01/2027	Common Stock	4,894	$0.0	D
Restricted Stock Units(2)	02/16/2026(7)	02/16/2028	Common Stock	8,705	$0.0	D

Explanation of Responses:

1. On July 17, 2025, Synopsys, Inc. (Synopsys) completed its merger with ANSYS, Inc. (Ansys), pursuant to the Agreement and Plan of Merger, dated January 15, 2024 (Merger Agreement), by and among Synopsys, Ansys and ALTA Acquisition Corp., a wholly owned subsidiary of Synopsys (Merger Sub). Pursuant to the Merger Agreement, Merger Sub was merged with and into Ansys (Merger), with Ansys surviving the Merger as a wholly owned subsidiary of Synopsys. At the effective time of the Merger (Effective Time), each share of common stock, par value $0.01 per share, of Ansys (Ansys Common Stock) issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive (i) 0.3399 of a share of common stock, par value $0.01 per share, of Synopsys (Synopsys Common Stock) (rounded down to the nearest whole share) and (ii) $199.91 in cash (plus cash in lieu of any fractional share of Synopsys Common Stock), without interest.

2. Pursuant to the terms of the Merger Agreement, at the Effective Time, certain Ansys restricted stock units (RSUs) were converted into a number of Synopsys RSUs (rounded to the nearest whole share) equal to the product of (i) the number of shares of Ansys Common Stock subject to such Ansys RSU, including any accrued but unpaid dividend equivalents thereon, multiplied by (ii) 0.6952. Except as set forth in Footnote 4 with respect to Ansys PSUs, the Synopsys RSUs described herein will remain subject to the same terms and conditions as were applicable to the underlying Ansys RSU immediately prior to the Effective Time.

3. Subject to the continued service of the Reporting Person through the vesting date, the RSUs will vest on December 31, 2025.

4. Reflects Synopsys RSUs that were issued following the conversion of Ansys RSUs that prior to the Effective Time were subject to vesting on the basis of time and the achievement of performance targets (Ansys PSUs). Pursuant to the terms of the Merger Agreement, for purposes of the conversion described in Footnote 2, the number of shares of Ansys Common Stock subject to such Ansys PSU award was based on the attainment of applicable performance metrics at the (x) actual level of performance for performance periods that lapsed in the ordinary course prior to the Effective Time or (y) for each other Ansys PSU, the target level of performance.

5. Subject to the continued service of the Reporting Person through each vesting date, the RSUs will continue to vest in approximately equal quarterly installments on the third of every September, December and March until March 3, 2026.

6. Subject to the continued service of the Reporting Person through each vesting date, the RSUs will continue to vest in approximately equal quarterly installments on the first of every September, December, March and June until March 1, 2027.

7. Subject to the continued service of the Reporting Person through each vesting date, approximately one-third of the RSUs will vest on February 16, 2026, followed by vesting in approximately equal quarterly installments on the sixteenth of every August, November, February and May until February 16, 2028.

	By: POA pursuant Liz Ramirez For: Janet Lee	07/24/2025
	** 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 5 (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

When did Synopsys (SNPS) complete its merger with Ansys?

The merger closed on July 17 2025.

How many Synopsys common shares does officer Janet Lee now own?

She holds 8,298 shares directly.

What RSU awards were converted for Janet Lee post-merger?

Four Synopsys RSU grants totaling 19,862 shares, vesting between 2025-2028, replaced her former Ansys RSUs.

What was the consideration for each Ansys share in the merger?

Each Ansys share was exchanged for 0.3399 SNPS shares plus $199.91 cash (cash in lieu of fractional shares).

Is Janet Lee a 10% owner of Synopsys?

No. The Form 3 lists her solely as an officer (GC & Corporate Secretary).