Form 4: ANSYS Executive Reports Share Conversion Following Synopsys Merger Completion

Janet Lee, SVP, GC and Secretary of ANSYS, reported the conversion of her ANSYS shares, restricted stock units, and performance-based units into Synopsys stock and cash following the completion of the merger.

Summary

• ANSYS, Inc. became a wholly owned subsidiary of Synopsys, Inc. on July 17, 2025, following the merger agreement dated January 15, 2024.
• Janet Lee, SVP, GC and Secretary, reported changes in her beneficial ownership of ANSYS common stock due to the merger.
• Her outstanding and unvested restricted stock units (RSUs) were converted into Synopsys RSUs, adjusted by a conversion ratio, retaining original terms.
• Unvested performance-based RSUs (PSUs) were deemed acquired based on performance attainment (actual or greater of target/actual) and then converted into Synopsys RSUs, with performance-based vesting conditions removed.
• Each share of ANSYS Common Stock was converted into 0.3399 shares of Synopsys Common Stock and $199.91 in cash.
• Following these transactions, Janet Lee's direct beneficial ownership of ANSYS Common Stock is 0 shares.

Sentiment

Score: 8

Explanation: The document reports the successful completion of a major merger, which typically represents a positive outcome for the acquired company's shareholders, providing liquidity and a stake in the acquiring entity. The conversion of equity awards also provides clarity and certainty for the executive.

Positives

• The merger completion provides liquidity and diversification for ANSYS shareholders, including executives, through a combination of cash and stock in the acquiring company, Synopsys.
• Unvested performance-based RSUs were converted into Synopsys RSUs, with performance conditions removed, providing more certainty for the executive's equity compensation.
• The conversion of ANSYS RSUs into Synopsys RSUs allows for continued equity participation in the combined entity.

Negatives

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

Future Outlook

The document primarily reports on a completed transaction and does not provide forward-looking statements or guidance for the combined entity. It details the mechanics of the merger's impact on equity holdings.

Industry Context

This transaction reflects a significant consolidation in the software industry, specifically within the electronic design automation (EDA) and simulation software sectors, where Synopsys is a major player and ANSYS is a leader in simulation. Such mergers aim to create more comprehensive product offerings and market dominance.

Comparison to Industry Standards

• The document does not provide specific comparable companies, projects, or results to assess against global benchmarks. The transaction terms are specific to the merger agreement and would typically be evaluated against similar large-scale software industry acquisitions, such as those in the electronic design automation (EDA) or engineering software sectors.

Stakeholder Impact

• Shareholders of ANSYS: Received cash and Synopsys stock for their ANSYS shares, providing a return on investment and continued participation in the combined entity.
• Employees of ANSYS (including Janet Lee): Equity awards (RSUs, PSUs) were converted into Synopsys equity, ensuring continuity of equity compensation, with performance conditions removed for PSUs, offering more certainty.
• Synopsys Shareholders: The acquisition of ANSYS is expected to enhance Synopsys's market position and product offerings, potentially leading to long-term value creation.

Key Dates

Keywords

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