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

ANSYS Director Robert Calderoni reported the disposition of all his common stock holdings, totaling 6,102 shares, as ANSYS became a wholly-owned subsidiary of Synopsys Inc. on July 17, 2025, as part of a merger agreement.

Summary

• Reporting Person Robert Calderoni, a Director of ANSYS Inc., filed a Form 4 to report changes in beneficial ownership.
• On July 17, 2025, ANSYS Inc. became a wholly-owned subsidiary of Synopsys, Inc. (Parent) following the consummation of a merger agreement dated January 15, 2024.
• At the effective time of the merger, each share of ANSYS Common Stock was converted into the right to receive 0.3399 shares of Synopsys Common Stock and $199.91 in cash, without interest.
• Mr. Calderoni disposed of 6,102 shares of ANSYS Common Stock, resulting in zero shares beneficially owned directly after the transaction.
• The disposed shares included those underlying restricted stock units of ANSYS that vested and settled in connection with and in advance of the merger's consummation.

Sentiment

Score: 7

Explanation: The document is a factual report of a completed corporate action (merger) and an insider's share disposition as a result. The completion of the merger and the conversion of shares as planned are positive outcomes for the parties involved, particularly for the director whose equity vested and converted as expected.

Positives

• The merger provides ANSYS shareholders with a combination of cash and Synopsys stock, offering immediate liquidity and continued equity participation in the combined entity.
• The vesting and settlement of restricted stock units for the director indicates a successful payout for equity compensation tied to the merger event.

Negatives

• ANSYS Inc. has ceased to be an independent publicly traded entity, meaning its shares will no longer trade independently on the stock market.

Future Outlook

The document reports the consummation of a previously announced merger, indicating that ANSYS Inc. is now a wholly-owned subsidiary of Synopsys, Inc. It does not provide forward-looking statements or guidance for the combined entity's future operations.

Industry Context

The merger of ANSYS and Synopsys represents a significant consolidation in the electronic design automation (EDA) and simulation software industry. This strategic move aims to create a more comprehensive portfolio for chip-to-system design, reflecting a broader industry trend towards integrated solutions in complex engineering and technology sectors.

Comparison to Industry Standards

• This document is an insider transaction report (Form 4) detailing the disposition of shares due to a merger, rather than a financial performance report. Therefore, direct comparison of 'results' to industry standards or specific comparable companies/projects is not applicable in this context.
• The terms of the merger (cash and stock consideration) would typically be evaluated against other M&A transactions in the software and technology sectors, but this document does not provide the basis for such a detailed comparative analysis.

Stakeholder Impact

• Shareholders of ANSYS Inc. have had their shares converted into a combination of Synopsys stock and cash, ceasing to be direct shareholders of ANSYS.

Next Steps

• ANSYS Inc. will operate as a wholly-owned subsidiary of Synopsys, Inc.
• Integration of ANSYS's operations, technologies, and personnel into Synopsys is expected to proceed.

Key Dates

Keywords

SEC Form 4, ANSYS, ANSS, Synopsys, Merger, Acquisition, Beneficial Ownership, Director, Robert Calderoni, Restricted Stock Units, RSU, Corporate Action