Form 4: ANSYS Director Reports Full Share Disposition Following Synopsys Merger Completion

ANSYS Director Barbara Vaughn Scherer reported the disposition of all her common stock holdings in ANSYS Inc. as the company became a wholly-owned subsidiary of Synopsys, Inc. on July 17, 2025, as part of a previously announced merger agreement.

Summary

• Barbara Vaughn Scherer, a Director of ANSYS Inc. (ANSS), reported the disposition of 11,553 shares of ANSYS Common Stock.
• The transaction occurred on July 17, 2025, coinciding with the effective time of the merger between ANSYS Inc. and Synopsys, Inc.
• Pursuant to the Merger Agreement dated January 15, 2024, ANSYS Inc. became a wholly-owned subsidiary of Synopsys, Inc. ('Parent').
• At the effective time of the merger, each outstanding 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, without interest.
• The reported shares included those underlying restricted stock units (RSUs), including deferred RSUs, which vested and settled in connection with and in advance of the merger's consummation.
• Following the reported transaction, Barbara Vaughn Scherer's beneficial ownership of ANSYS Common Stock is 0 shares.

Sentiment

Score: 5

Explanation: The document is a factual report of a completed corporate action (merger) and a director's resulting share disposition. It contains no subjective language or forward-looking statements that would indicate positive or negative sentiment beyond the neutral reporting of a transaction.

Future Outlook

The document reports a completed merger, indicating ANSYS Inc. is now a wholly-owned subsidiary of Synopsys, Inc. and no longer a standalone publicly traded entity. There are no forward-looking statements regarding the combined entity's future performance or strategic direction within this filing.

Industry Context

This Form 4 filing confirms 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 prominent player in simulation. This consolidation is expected to create a more comprehensive offering in the design and simulation market, impacting competitors and potentially accelerating innovation in areas like AI-driven design and complex system development.

Comparison to Industry Standards

• The merger consideration of 0.3399 shares of Synopsys common stock and $199.91 in cash per ANSYS share is consistent with large-scale strategic acquisitions in the technology sector, often involving a mix of stock and cash to balance immediate liquidity for shareholders with participation in the acquiring company's future growth.
• Similar large-scale technology mergers, such as Broadcom's acquisition of VMware or Salesforce's acquisition of Slack, also involved significant cash and stock components, reflecting common deal structures for integrating complementary software capabilities and expanding market reach.
• The reported disposition of shares by a director due to a merger is a standard procedural outcome for executives and board members of an acquired company, reflecting the conversion of their holdings into the acquiring entity's securities or cash as per the merger agreement terms.

Stakeholder Impact

• Shareholders of ANSYS Inc. received a combination of Synopsys, Inc. common stock and cash for their shares, converting their investment into the acquiring entity or liquidating their position.
• Employees of ANSYS Inc. are now part of Synopsys, Inc., with potential impacts on roles, reporting structures, and compensation as integration proceeds.
• Customers of ANSYS Inc. will now interact with the combined Synopsys-ANSYS entity, potentially benefiting from a broader product portfolio and integrated solutions.
• Suppliers and creditors of ANSYS Inc. will now have Synopsys, Inc. as their counterparty, subject to the terms of existing agreements and the integration process.

Key Dates

Keywords

ANSYS, Synopsys, Merger, Acquisition, Form 4, SEC Filing, Stock Disposition, Corporate Action, Restricted Stock Units, ANSS