Form 4: ANSYS Chief Accounting Officer Reports Final Share Disposition Following Synopsys Merger Completion

ANSYS, Inc.'s Chief Accounting Officer, Jennifer Gerchow, reported the conversion of her equity holdings into Synopsys, Inc. shares and cash following the completion of the merger where ANSYS became a wholly-owned subsidiary of Synopsys.

Summary

• On July 17, 2025, ANSYS, Inc. became a wholly-owned subsidiary of Synopsys, Inc. pursuant to a Merger Agreement dated January 15, 2024.
• At the effective time of the merger, each outstanding and unvested ANSYS restricted stock unit (RSU) held by non-employee directors was converted into Synopsys RSUs, adjusted by a Conversion Ratio.
• Unvested performance-based RSUs (PSUs) were deemed acquired based on performance attainment and converted into Synopsys RSUs, with performance-based vesting conditions removed.
• Each share of ANSYS Common Stock outstanding immediately prior to the merger was converted into the right to receive 0.3399 of a share of Synopsys Common Stock and $199.91 in cash, without interest.
• Jennifer Gerchow, Chief Accounting Officer, reported a disposition of 9,224 shares of Common Stock due to the merger conversion.
• She reported a deemed acquisition of 1,159 shares of Common Stock underlying unvested performance-based RSUs.
• She reported a disposition of 3,803 shares of Common Stock related to the conversion of PSUs into Converted RSUs.
• She reported a final disposition of 11,173 shares of Common Stock, resulting in 0 shares beneficially owned directly in ANSYS following the reported transactions.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a major merger, which is generally a positive event for the acquired company's shareholders who receive consideration. For the reporting person, it details the expected conversion of their holdings as part of this corporate action.

Positives

• The completion of the merger provides former ANSYS shareholders with a combination of cash and Synopsys stock, offering liquidity and continued equity participation in the combined entity.
• The conversion of unvested equity awards (RSUs and PSUs) into Synopsys equity ensures continued incentive alignment for employees like the Chief Accounting Officer within the new corporate structure.

Negatives

• ANSYS, Inc. common stock ceased to be publicly traded as it became a wholly-owned subsidiary of Synopsys, Inc.

Future Outlook

The document details the completed merger and the resulting conversion of securities, but does not provide forward-looking statements or guidance regarding the combined entity's future performance.

Industry Context

This filing marks the completion of a significant merger in the electronic design automation (EDA) and simulation software industry, where Synopsys, a leader in EDA, acquired ANSYS, a leader in simulation. This combination is expected to create a more comprehensive solution provider, integrating design and simulation capabilities across various engineering disciplines, potentially impacting the competitive landscape for companies like Cadence Design Systems and Siemens Digital Industries Software.

Comparison to Industry Standards

• The merger consideration of 0.3399 shares of Synopsys Common Stock and $199.91 in cash per ANSYS share is specific to this transaction and reflects the negotiated value for ANSYS shareholders. This structure is a common approach for strategic acquisitions, combining equity participation in the acquiring company with immediate cash value.
• The conversion of unvested equity awards (RSUs and PSUs) into equivalent awards of the acquiring company is a standard practice in mergers to retain talent and align employee incentives with the new parent company's performance.

Stakeholder Impact

• Shareholders of ANSYS, Inc. received a combination of cash and Synopsys, Inc. common stock for their shares.
• Employees of ANSYS, Inc. with unvested equity awards had their awards converted into Synopsys, Inc. equity, maintaining their incentive structure within the new combined entity.

Key Dates

Keywords

ANSYS, Synopsys, Merger, Acquisition, SEC Form 4, Beneficial Ownership, Restricted Stock Units, Performance Stock Units, Equity Conversion, Corporate Action, ANSS, ANSS Merger