Synopsys (SNPS) GC Janet Lee reports RSU vesting and tax share use

Rhea-AI Filing Summary

Synopsys Inc. officer Janet Lee, GC & Corporate Secretary, reported equity award transactions on February 16, 2026. She exercised 2,873 restricted stock units into common stock at an exercise price of $0.0, increasing her direct holdings to 14,832 common shares and 5,832 RSUs.

To cover related tax obligations on the vesting, the company retained 921 common shares at a price of $437.09 per share as a tax-withholding disposition, leaving Lee with 13,911 directly owned common shares after the transaction.

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

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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 CA 94085

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. 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 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	02/16/2026		M		2,873	A	$0.0	14,832	D
Common Stock	02/16/2026		F		921(1)	D	$437.09	13,911	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	02/16/2026		M			2,873	02/16/2026(2)	02/16/2028	Common Stock	2,873	$0.0	5,832	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. 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	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Janet Lee reported an equity award vesting and related tax withholding. She exercised 2,873 restricted stock units into common stock and 921 shares were retained by Synopsys to satisfy tax obligations tied to the vesting, as approved by the Compensation Committee.

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

After the reported transactions, Janet Lee directly owns 13,911 shares of Synopsys common stock. She also holds 5,832 restricted stock units, which represent a right to receive additional shares as they vest, assuming she continues to satisfy applicable service conditions.

What does the RSU transaction code M mean in the Synopsys (SNPS) Form 4?

Transaction code M on the Form 4 indicates an exercise or conversion of a derivative security. For Janet Lee, 2,873 restricted stock units converted into Synopsys common stock at an exercise price of $0.0, reflecting the vesting of part of her equity award.

Why were 921 Synopsys (SNPS) shares withheld in Janet Lee’s filing?

The 921 shares were retained by Synopsys to meet Janet Lee’s tax withholding obligations from the RSU vesting. The footnote states the Compensation Committee approved the disposition and confirms the number of shares withheld did not exceed the related tax liability.

What does transaction code F signify in this Synopsys (SNPS) Form 4?

Transaction code F denotes payment of a tax liability or exercise price using already-owned securities. In this case, 921 shares of Synopsys common stock were used to satisfy Janet Lee’s tax withholding obligations arising from the RSU vesting event on February 16, 2026.

How do Janet Lee’s restricted stock units at Synopsys (SNPS) vest over time?

The award associated with these restricted stock units vests on the date shown, then in quarterly installments. According to the footnote, continued service through each future vesting date is required for Janet Lee to receive the remaining RSU installments at Synopsys.