Form 4: ANSYS CEO Ajei Gopal Completes Share Dispositions Following Synopsys Merger

ANSYS President and CEO Ajei Gopal has reported the final disposition of his beneficial ownership in ANSYS common stock and the conversion of equity awards following the company's acquisition by Synopsys on July 17, 2025.

Summary

• On July 17, 2025, ANSYS, Inc. became a wholly-owned subsidiary of Synopsys, Inc. following the Agreement and Plan of Merger dated January 15, 2024.
• Ajei Gopal, President and CEO of ANSYS, reported the disposition of 152,530 shares of common stock related to the conversion of restricted stock units (RSUs) into Synopsys RSUs.
• He also reported a deemed acquisition of 16,136 shares underlying unvested performance-based RSUs (PSUs) based on performance attainment, which were then converted into Synopsys RSUs.
• An additional 53,016 shares were disposed of as PSUs were converted into Converted RSUs, with performance-based vesting conditions removed.
• All remaining 209,521 shares of ANSYS Common Stock, including those underlying deferred RSUs, were disposed of as part of the merger consideration.
• Each share of ANSYS Common Stock was converted into the right to receive 0.3399 of a share of Synopsys Common Stock and $199.91 in cash.
• Following these transactions, Ajei Gopal's direct beneficial ownership in ANSYS Common Stock is 0 shares.

Sentiment

Score: 7

Explanation: The sentiment is positive as it confirms the successful completion of a major merger, which typically implies a strategic benefit for the acquiring company and a liquidity event for the acquired company's shareholders. The orderly conversion of equity awards for the CEO also reflects a smooth transition.

Positives

• The completion of the merger provides ANSYS shareholders with a defined cash and stock consideration.
• Unvested equity awards (RSUs and PSUs) held by the CEO were converted into equivalent awards of the acquiring company, Synopsys, maintaining their value and continuity.
• Performance-based vesting conditions for PSUs were removed upon conversion, simplifying future vesting for the converted awards.

Future Outlook

The document details the completed merger of ANSYS into Synopsys, indicating a transition of ANSYS's operations and equity structure under Synopsys's ownership. No specific forward-looking statements regarding future performance or strategic direction of the combined entity are provided in this Form 4.

Industry Context

This Form 4 reflects the finalization of a significant merger within the software industry, specifically in the simulation and design software sector. The acquisition of ANSYS by Synopsys consolidates market share and capabilities, potentially impacting the competitive landscape for engineering simulation, electronic design automation (EDA), and semiconductor design tools.

Comparison to Industry Standards

• This Form 4 reports a standard insider transaction following a merger, consistent with typical regulatory disclosures for such corporate actions.
• The conversion terms for equity awards and the cash/stock consideration for shares are specific to the Synopsys-ANSYS merger agreement and would be compared against other major tech mergers (e.g., Broadcom-VMware, AMD-Xilinx) in terms of valuation multiples and integration strategies, though this document does not provide such comparative analysis.

Stakeholder Impact

• Shareholders of ANSYS: Received cash and Synopsys stock for their shares, providing a liquidity event and continued exposure to the combined entity.
• Employees with Equity Awards: Unvested RSUs and PSUs were converted into Synopsys RSUs, preserving their equity value and future vesting potential.

Next Steps

• Ajei Gopal's future role and equity holdings will now be primarily tied to Synopsys, Inc.
• Integration of ANSYS's operations and technologies into Synopsys will continue.

Key Dates

Keywords

ANSYS, ANSS, Synopsys, Merger, Acquisition, SEC Form 4, Insider Trading, Beneficial Ownership, Equity Awards, Restricted Stock Units, Performance Share Units, Corporate Action