Synopsys Insider Ajei Gopal Nets 71,103 Shares in Tax-Only Transaction

Rhea-AI Filing Summary

Synopsys (SNPS) – Form 4 insider update

On 31 Jul 2025 Director Ajei Gopal converted 117,256 restricted stock units into common shares at a $0 exercise price. To cover tax obligations, 46,153 shares were automatically withheld and sold back to the company at $633.47, a transaction valued at roughly $29.3 million. Net of withholding, his direct ownership rose by 71,103 shares, taking his total stake to 166,606 shares.

Per the separation agreement cited in the filing, all of Gopal’s remaining unvested RSUs were accelerated and vested in connection with his termination of employment. The dispositions were strictly for tax-withholding purposes; no open-market sales were reported.

Positive

• Net insider ownership increased by 71,103 shares, indicating continued equity exposure.
• All reported share dispositions were solely for tax-withholding, not discretionary sales.

Negative

• Acceleration of all unvested RSUs due to termination of employment suggests added compensation expense and potential governance scrutiny.

Insights

Securities Analyst

TL;DR: Net 71k-share gain; tax-only sales—neutral signal on insider sentiment.

The filing shows material gross vesting (117k shares) with compulsory tax withholding. Because sales were automatic and there was no discretionary selling, the activity does not imply bearish insider positioning. Final ownership of 166,606 shares increases alignment with shareholders. Monetary value of withheld stock (≈$29 m) is large but immaterial to Synopsys’ $90 bn+ market cap, so dilution/float impact is negligible.

Corporate Governance Expert

TL;DR: Accelerated vesting on termination hints at governance cost; limited investor impact.

The separation agreement triggered immediate vesting of all RSUs, a common but shareholder-dilutive practice. While the incremental share count is small versus total shares outstanding, full acceleration upon exit raises questions about incentive design and potential golden-parachute optics. Still, the director retains a sizable stake, partly mitigating concern.

Insider Trade Summary

117,256 shares exercised/converted

Mixed 12 txns

Insider Gopal Ajei

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	36,856	$0.00	--
Exercise	Restricted Stock Units	6,009	$0.00	--
Exercise	Restricted Stock Units	27,795	$0.00	--
Exercise	Restricted Stock Units	46,596	$0.00	--
Exercise	Common Stock	6,009	$0.00	--
Tax Withholding	Common Stock	2,367	$633.47	$1.50M
Exercise	Common Stock	27,795	$0.00	--
Tax Withholding	Common Stock	10,942	$633.47	$6.93M
Exercise	Common Stock	46,596	$0.00	--
Tax Withholding	Common Stock	18,339	$633.47	$11.62M
Exercise	Common Stock	36,856	$0.00	--
Tax Withholding	Common Stock	14,505	$633.47	$9.19M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 101,512 shares (Direct)

Footnotes (1)

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 the restricted stock unit award. The Compensation and Organizational Development 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. In accordance with the employment agreement of the Reporting Person and the subsequent separation agreement entered into between the Reporting Person and the Company, all outstanding and unvested restricted stock units held by the Reporting Person were accelerated and vested in connection with the termination of employment of the Reporting Person.

Form 4 Insider Transactions: What Each Field Means →

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^*

Gopal Ajei

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		M		6,009	A	$0.0	101,512	D
Common Stock	07/31/2025		F		2,367(1)	D	$633.47	99,145	D
Common Stock	07/31/2025		M		27,795	A	$0.0	126,940	D
Common Stock	07/31/2025		F		10,942(1)	D	$633.47	115,998	D
Common Stock	07/31/2025		M		46,596	A	$0.0	162,594	D
Common Stock	07/31/2025		F		18,339(1)	D	$633.47	144,255	D
Common Stock	07/31/2025		M		36,856	A	$0.0	181,111	D
Common Stock	07/31/2025		F		14,505(1)	D	$633.47	166,606	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(2)	$0.0	07/31/2025		M			36,856	07/31/2025	12/31/2025	Common Stock	36,856	$0.0	0	D
Restricted Stock Units(2)	$0.0	07/31/2025		M			6,009	07/31/2025	03/03/2026	Common Stock	6,009	$0.0	0	D
Restricted Stock Units(2)	$0.0	07/31/2025		M			27,795	07/31/2025	03/01/2027	Common Stock	27,795	$0.0	0	D
Restricted Stock Units(2)	$0.0	07/31/2025		M			46,596	07/31/2025	02/06/2028	Common Stock	46,596	$0.0	0	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 the restricted stock unit award. The Compensation and Organizational Development 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. In accordance with the employment agreement of the Reporting Person and the subsequent separation agreement entered into between the Reporting Person and the Company, all outstanding and unvested restricted stock units held by the Reporting Person were accelerated and vested in connection with the termination of employment of the Reporting Person.

	By: POA pursuant Liz Ramirez For: Ajei Gopal	08/04/2025
	** 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 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.

FAQ

How many Synopsys shares did Ajei Gopal acquire on 31 Jul 2025?

He acquired 117,256 shares through RSU conversion.

What price were the withheld Synopsys shares valued at?

Withheld shares were priced at $633.47 each for tax purposes.

What is Ajei Gopal’s current direct ownership in SNPS?

After the transactions, he holds 166,606 common shares.

Were any open-market sales reported in this Form 4?

No. All dispositions were automatic tax-withholding transfers, not open-market sales.

Why did the RSUs vest immediately?

The RSUs accelerated under the separation agreement tied to Gopal’s termination of employment.