SNPS Insider Filing: Janet Lee Reports 293 RSUs Vesting, Tax Withholding

Rhea-AI Filing Summary

Janet Lee, General Counsel and Corporate Secretary of Synopsys, reported transactions on 09/03/2025. The filing shows the vesting/conversion of 293 restricted stock units into common stock and related non-derivative entries. Following the reported activity, the filing lists beneficial ownership figures of 8,986 and 8,858 shares in two common-stock lines. The company retained a portion of shares to satisfy the reporting person’s tax-withholding obligations for the vested award, as disclosed by the reporting person.

Positive

• Equity compensation vested (293 restricted stock units converted to common stock), reflecting standard incentive alignment
• Company withheld only the necessary shares to satisfy tax withholding, with Compensation Committee approval noted

Negative

• Share retention for tax withholding resulted in a disposition entry rather than a net addition of freely tradable shares
• Filings show modest absolute ownership (8,986 and 8,858 shares), which may be limited relative to typical executive holdings

Insights

Financial Analyst

TL;DR: Officer received 293 RSUs that vested; some shares were retained to satisfy tax withholding, modest net change in reported holdings.

The Form 4 documents the vesting/conversion of 293 restricted stock units on 09/03/2025, producing corresponding entries in the non-derivative table. The filing discloses that the company retained shares to meet the tax withholding for the vesting event, which is a routine administrative disposition and not an open-market sale. The reported beneficial ownership levels (8,986 and 8,858 shares on separate lines) indicate only modest absolute holdings by the reporting person relative to typical officer equity stakes; no cash purchase or public sale is shown.

Corporate Governance Expert

TL;DR: Transaction appears to be a standard equity compensation vest and share-withholding for taxes; disclosure is consistent with Rule 16 reporting.

The filing identifies Janet Lee as an officer and reports the vesting/conversion of 293 RSUs and the company’s retention of shares for tax withholding, with an explanatory footnote that the retained amount did not exceed the tax liability and was approved by the Compensation Committee. This meets typical governance controls around equity compensation administration. There are no indications of unusual related-party transfers, loans, or departures in the filing.

Insider Trade Summary

293 shares exercised/converted

Mixed 3 txns

Insider LEE JANET

Role GC & Corporate Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	293	$0.00	--
Exercise	Common Stock	293	$0.00	--
Tax Withholding	Common Stock	128	$592.12	$76K

Holdings After Transaction: Restricted Stock Units — 585 shares (Direct); Common Stock — 8,986 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 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. The award vests on the date shown followed by quarterly installments, subject to continued service through each vesting date.

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^*

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)
09/03/2025

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	09/03/2025		M		293	A	$0.0	8,986	D
Common Stock	09/03/2025		F		128(1)	D	$592.12	8,858	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	09/03/2025		M			293	09/03/2025(2)	03/03/2026	Common Stock	293	$0.0	585	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 Liz Ramirez For: Janet Lee	09/04/2025
	** 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.
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FAQ

What did Janet Lee report in the Form 4 for SNPS on 09/03/2025?

The Form 4 reports the vesting/conversion of 293 restricted stock units and associated non-derivative entries showing beneficial ownership figures of 8,986 and 8,858 shares.

Why were shares retained by Synopsys in this filing?

The company retained shares to satisfy the reporting person’s tax withholding obligations related to the vesting of the restricted stock units; the filing states the retained amount did not exceed the tax liability.

Does the Form 4 show an open-market sale by the reporting person?

No. The disclosed disposition reflects shares retained by the company for tax withholding, not an open-market sale transaction.

What is Janet Lee’s position at Synopsys as listed on the form?

She is listed as General Counsel & Corporate Secretary and an officer of Synopsys.

Were there any extraordinary governance issues disclosed with this transaction?

No. The filing indicates standard Compensation Committee approval for the withholding and provides no disclosure of unusual related-party transactions or departures.