Form 4: ANSYS Executive Completes Share Conversion Following Synopsys Merger

A recent SEC Form 4 filing details the conversion of ANSYS shares and restricted stock units held by SVP Walter Hearn into Synopsys securities and cash, effective July 17, 2025, as part of the merger.

Summary

• Walter Hearn, SVP, World Sales & Cust. Exc. at ANSYS Inc. (ANSS), reported changes in beneficial ownership due to the merger with Synopsys, Inc.
• Effective July 17, 2025, ANSYS became a wholly owned subsidiary of Synopsys, Inc., pursuant to an Agreement and Plan of Merger dated January 15, 2024.
• Hearn disposed of 21,849 shares of ANSYS Common Stock as unvested restricted stock units (RSUs) were converted into Synopsys RSUs.
• He acquired 3,641 shares of ANSYS Common Stock underlying unvested performance-based RSUs (PSUs) based on the attainment of applicable performance metrics prior to the merger.
• He then disposed of 11,961 shares as these PSUs were converted into Converted RSUs, with performance-based vesting conditions removed.
• He disposed of his remaining 15,519 shares of ANSYS Common Stock, which were converted into the right to receive 0.3399 shares of Synopsys Common Stock and $199.91 in cash per share.
• Following these transactions, Walter Hearn beneficially owns 0 shares of ANSYS Common Stock.

Sentiment

Score: 7

Explanation: The filing reports the expected execution of a major corporate event (merger) and the conversion of executive holdings, which is a neutral to positive outcome for the executive and shareholders involved in the acquisition. It reflects the successful progression of a strategic transaction.

Positives

• The merger provides a clear exit strategy for ANSYS shareholders, including executives, converting their holdings into a combination of cash and Synopsys stock.
• Performance-based RSUs were converted based on the greater of target or actual performance, ensuring value recognition for the executive's equity incentives.

Negatives

• The reporting person no longer holds direct beneficial ownership in ANSYS Common Stock, as the company became a wholly owned subsidiary of Synopsys.

Future Outlook

The document details the execution of a previously announced merger agreement, effective July 17, 2025, resulting in ANSYS becoming a wholly owned subsidiary of Synopsys. It does not provide further forward-looking statements regarding the combined entity's future performance or strategic direction beyond the merger itself.

Industry Context

This filing reflects the finalization of a significant acquisition in the software and semiconductor design industry, where Synopsys is acquiring ANSYS. This consolidation indicates a trend towards integrated design and simulation solutions, aiming to offer more comprehensive tools to customers in areas like chip design, electronic design automation (EDA), and simulation.

Stakeholder Impact

• Shareholders (ANSYS): Received cash and Synopsys stock for their ANSYS shares, realizing value from the acquisition.
• Employees (ANSYS): RSUs and PSUs were converted into Synopsys RSUs, maintaining equity incentives under the new parent company.
• Customers: The merger aims to provide more comprehensive solutions, potentially benefiting customers through integrated offerings.

Next Steps

• Integration of ANSYS into Synopsys following the effective merger date of July 17, 2025.

Key Dates

Keywords

ANSYS, ANSS, Synopsys, Merger, Form 4, SEC Filing, Stock Conversion, Restricted Stock Units, Performance Stock Units, Executive Compensation, Corporate Acquisition