Synopsys GC exercises RSUs, covers tax with shares

Synopsys Inc.'s General Counsel and Corporate Secretary, Janet Lee, reported routine equity compensation activity involving restricted stock units.

Rhea-AI Filing Summary

Synopsys Inc.'s General Counsel and Corporate Secretary, Janet Lee, reported routine equity compensation activity involving restricted stock units. She exercised 699 restricted stock units into the same number of common shares, while 304 common shares were retained by the company to satisfy tax withholding obligations approved by the Compensation Committee. After these transactions, she holds 15,277 shares of common stock directly and 2,097 restricted stock units, which each convert into one share of Synopsys common stock as they continue to vest over time.

Insider Trade Summary

699 shares exercised/converted

Exercise 3 txns

Insider LEE JANET

Role GC & Corporate Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	699	$0.00	$0.00
Exercise	Common Stock	699	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	304	$492.29	$150K

Holdings After Transaction: Restricted Stock Units — 2,097 contracts (Direct); Common Stock — 15,277 shares (Direct)

Footnotes (3)

1. F1. These shares were retained by the Company in order to meet the tax withholding obligations of the reporting person in connection with the vesting of an installment of the restricted stock unit award. The Compensation Committee approved the disposition of shares by the reporting person and the amount retained by the Company was not in excess of the amount of the tax liability.
2. F2. Each stock unit converts into one share of Synopsys common stock.
3. F3. The award vests on the date shown followed by quarterly installments, subject to continued service through each vesting date.

Key Figures

RSUs exercised: 699 units Shares for tax withholding: 304 shares at $492.29 Common shares held after: 15,581 shares +2 more

5 metrics

RSUs exercised 699 units Restricted stock units converted into common stock on June 1, 2026

Shares for tax withholding 304 shares at $492.29 Shares retained by Synopsys to meet tax obligations

Common shares held after 15,581 shares Direct ownership following the reported transactions

RSUs remaining 2,097 units Restricted stock units outstanding after the exercise

RSU conversion ratio 1:1 Each stock unit converts into one share of common stock

Key Terms

Restricted Stock Units, tax withholding obligations, Compensation Committee, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Units financial

"The award involves 699 Restricted Stock Units that convert into common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Shares were retained by the Company to meet the tax withholding obligations."

Compensation Committee financial

"The Compensation Committee approved the disposition of shares by the reporting person."

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

derivative exercise/conversion financial

"Transaction code M reflects a derivative exercise/conversion of stock units."

installment of the restricted stock unit award financial

"Tax withholding arose from the vesting of an installment of the restricted stock unit award."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Synopsys (SNPS) report for Janet Lee?

Janet Lee exercised 699 restricted stock units into common stock and had 304 common shares retained by Synopsys to cover tax withholding. Following these routine compensation-related transactions, she directly holds 15,581 common shares and 2,097 restricted stock units.

How many Synopsys (SNPS) shares does Janet Lee hold after this Form 4?

After the reported transactions, Janet Lee directly holds 15,581 shares of Synopsys common stock. She also holds 2,097 restricted stock units, each of which converts into one share of common stock according to the vesting schedule described in the footnotes.

What was the purpose of the 304-share disposition reported by Synopsys (SNPS)?

The 304-share disposition was to satisfy tax withholding obligations arising from the vesting of restricted stock units. Synopsys retained these shares, and the Compensation Committee approved the amount, which the footnote states was not in excess of the related tax liability.

How do Janet Lee’s restricted stock units in Synopsys (SNPS) work?

Each restricted stock unit converts into one share of Synopsys common stock. The award vests on a specified date followed by quarterly installments, provided Janet Lee continues her service through each vesting date, as outlined in the Form 4 footnotes.

Did Janet Lee conduct any open-market buy or sell of Synopsys (SNPS) stock?

The Form 4 shows no open-market purchases or sales. It reports a derivative exercise of 699 restricted stock units into common stock and a 304-share tax-withholding disposition, both related to equity compensation rather than market trading activity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 03:10 PM Learn about SEC filing dates

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).

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^*

LEE JANET

(Last) (First) (Middle)

675 ALMANOR AVENUE

(Street)

SUNNYVALE CALIFORNIA 94085

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/01/2026		M		699	A	$0.0	15,581	D
Common Stock	06/01/2026		F		304(1)	D	$492.29	15,277	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
Restricted Stock Units	$0.0(2)	06/01/2026		M			699	09/01/2025(3)	03/01/2027	Common Stock	699	$0.0	2,097	D

Explanation of Responses:

1. These shares were retained by the Company in order to meet the tax withholding obligations of the reporting person in connection with the vesting of an installment of the restricted stock unit award. The Compensation Committee approved the disposition of shares by the reporting person and the amount retained by the Company was not in excess of the amount of the tax liability.

2. Each stock unit converts into one share of Synopsys common stock.

3. The award vests on the date shown followed by quarterly installments, subject to continued service through each vesting date.

	By: POA pursuant Mary Lai For: Janet Lee	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)