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SYNAPTICS Inc

For the period ended Sep 26, 2026. Filed Nov 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 26, 2026 · Filed Nov 5, 2026

SYNA$116.70+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-28; filed 2026-05-07.

0000817720-26-000036

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-26; filed 2026-11-05.

0000817720-26-000106

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 58 previous paragraphs and 64 current paragraphs.

17 unchanged; 28 reworded; 18 added; 13 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

We design and deliver artificial intelligence (“AI”)-native edge solutions that bring AI closer to end users and transform how we engage with intelligent, connected devices, whether at home, at work, or on the move. We are a strategic partner for many global original equipment manufacturers (“OEMs”), offering standard and custom silicon and software platforms for Edge AI, Physical AI, wireless connectivity and human interface technologies.

Current report

As of September 2026, our aggregate cash and cash equivalents of $367.7 million decreasedby $74.8 million compared to June 2026. During the three months ended September 2026, we used $15.5 million in operating activities, $28.1 million for purchases of intangible assets and fixed assets, and $30.9 million for payroll taxes in connection with the delivery of the underlying shares for share-based awards.

Current report

On October 1, 2026, in connection with the Merger, we entered into the A&R Merger Agreement by and among Synaptics, onsemi, and Merger Sub, which amends and restates in its entirety the previously announced Agreement and Plan of Reorganization dated as of June 25, 2026. Under the A&R Merger Agreement, each share of our common stock issued and outstanding immediately before the Effective Time (subject to limited exceptions identified in the A&R Merger Agreement) will be converted into the Merger Consideration equal to the right to receive $123.00 per share in cash, without interest. Stockholders of Synaptics who do not vote in favor of adoption of the A&R Merger Agreement and who properly exercise appraisal rights in accordance with the DGCL will not be entitled to receive the Merger Consideration but will instead have such rights as are granted by the DGCL.

Current report

The transaction is expected to close in mid-2027. The consummation of the Merger is subject to the satisfaction or waiver of certain customary closing conditions, including (1) the accuracy of the respective representations and warranties of the parties in the A&R Merger Agreement (subject to certain materiality qualifiers); (2) compliance by the parties with their respective covenants in the A&R Merger Agreement in all material respects; (3) the absence of a material adverse effect (as defined in the A&R Merger Agreement) with respect to Synaptics on or after the date of the A&R Merger Agreement that is continuing as of immediately before the closing of the Merger; (4) the adoption of the A&R Merger Agreement by the Required Company Stockholder Vote; (5) obtaining all required governmental authorizations under specified antitrust laws and foreign direct investment laws; and (6) the absence of any relevant legal restraint in specified jurisdictions that would prevent, enjoin or make illegal the consummation of the transactions contemplated by the A&R Merger Agreement. Notably, the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Act for the contemplated transaction with onsemi.

Current report

Research and Development Expenses. Research and development expenses decreased by$3.4 million to $91.0 million for the three months ended September 2026, compared with $94.4 million for the three months ended September 2025. The decrease was primarily driven by a decrease of $1.4 million in facilities costs due to an optimization and consolidation of global office locations, a decrease of $1.4 million in personnel-related costs resulting from a reduction in workforce, a decrease of $0.9 million in development project costs, and a decrease of $0.8 million in software maintenance, partially offset by an increase of $1.1 million in share-based compensation.

Current report

Selling, general, and administrative expenses increased by$5.5 million to $51.7 million for the three months ended September 2026, compared with $46.2 million for the three months ended September 2025. The increase was primarily driven by costs related to the pending Merger with onsemi incurred during the three months ended September 2026, which was partially offset by a decrease in personnel-related costs.

Current report

Restructuring costs primarily reflect employee severance costs related to the restructuring of operations and to improve efficiencies in our operational activities. These headcount-related costs included personnel in research and development, and selling, general and administrative functions. See "Item 1. Condensed Consolidated Financial Statements (Unaudited) - Notes to Condensed Consolidated Financial Statements - Note 16. Restructuring Activities" for additional information.

Current report

The provision for (benefit from) income taxes was $2.2 million and $(2.1) million for the three months ended September 2026 and September 2025, respectively. The $4.3 million year over year increase was primarily driven by the increase in the U.S. valuation allowance during the three months ended September 2026. See “Item 1. Condensed Consolidated Financial Statements (Unaudited) - Notes to Condensed Consolidated Financial Statements - Note 13. Income Taxes” for additional information.

Current report

The net carrying amount of our 2031 Notes, which have an aggregate principal balance of $450.0 million maturing in 2031, of $440.1 million is presented in current portion of debt in our condensed consolidated balance sheets as of September 2026. During the first quarter of fiscal 2027, the last reported sale price per share of our common stock did not exceed 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days of the calendar quarter. As a result, the 2031 Notes are no longer convertible by holders beginning on October 1, 2026.

Current report

The net carrying amount of our Senior Notes, which have an aggregate principal balance of $400.0 million maturing in 2029, of $397.9 million is presented in long-term debt in our condensed consolidated balance sheets as of September 2026.

Current report

While the A&R Merger Agreement remains in effect, its interim operating covenants, subject to specified exceptions, restrict our ability to incur additional indebtedness, make capital expenditures above specified amounts, repurchase or issue equity securities, make certain material acquisitions or dispositions, and enter into certain material agreements. These restrictions may limit our flexibility to obtain additional financing or adjust the timing or amount of certain planned cash uses while the Merger is pending. Furthermore, under the A&R Merger Agreement, we may be required to pay onsemi a termination fee of $235.0 million in cash if the A&R Merger Agreement is terminated in certain circumstances, including if we terminate it to accept a Superior Proposal or if onsemi terminates it following a change in recommendation by our Board of Directors. The fee is payable only if the applicable contractual conditions are met. If payable, it would be a material cash outflow and would reduce the cash available for our other liquidity needs.
Removed paragraphs (13)

Previous report

We are a leading worldwide developer and fabless supplier of premium mixed signal semiconductor solutions. We develop solutions that integrate the audio, touch and vision interfaces with embedded processing capabilities that are paired with wireless connectivity. We believe our results to date reflect the combination of our customer focus and the strength of our intellectual property and our engineering know-how, which allow us to develop or engineer products and solutions that meet the demanding design specifications of our OEMs.

Previous report

As of March 2026, our aggregate cash and cash equivalents and short-term investments of $404.4 million decreased by $48.1 million compared to June 2025. During the three months ended March 2026, we generated $21.8 million of cash from operating activities, and we returned $39.0 million to stockholders through the repurchase of common stock under our stock repurchase program.

Previous report

Net revenue was $889.2 million for the nine months ended March 2026, compared with $791.5 million for the nine months ended March 2025, an increase of $97.7 million, or 12.3%. Revenue increased in most of our product applications for the nine months ended March 2026 compared with the same period a year ago. Net revenue from Enterprise and Automotive product applications increased by $16.3 million and primarily was driven by higher units sold (which increased 1.7%), an increase in license revenue from certain IP and the release of a customer rebate liability, partially offset by a decrease in average selling prices (which decreased 3.7%) due to our product sales mix. Excluding the license revenue and the release of a customer rebate liability, net revenue for the nine months ended March 2026 from Enterprise and Automotive product applications would have decreased year-over-year. Net revenue from Core IoT product applications increased by $96.9 million and primarily was driven by higher units sold (which increased 40.8%), inclusive of the contribution from the acquired business completed in fiscal 2025, and an increase in average selling prices (which increased 5.7%) due to our product sales mix compared to the same period a year ago. Net revenue from Mobile product applications decreased by $15.5 million due to lower average selling prices (which decreased 12.0%) and a decrease in license revenue from certain of our IP, partially offset by an increase in units sold (which increased 9.3%).

Previous report

Gross margin as a percentage of net revenue was 43.8%, with gross margin of $389.6 million, for the nine months ended March 2026, compared with 45.3%, with gross margin of $358.9 million, for the nine months ended March 2025. The net 150 basis point decrease in gross margin as a percentage of net revenue for the nine months ended March 2026 was primarily driven by the increase in amortization of acquisition-related intangibles, partially offset by an increase in revenue from the licensing of certain of our IP and the release of a customer rebate liability.

Previous report

Research and Development Expenses. Research and development expenses increased $5.9 million to $94.5 million for the three months ended March 2026, compared with $88.6 million for the three months ended March 2025. The increase primarily was driven by higher personnel-related costs, including a $4.1 million increase in wages and related expenses due to increased headcount and a $3.8 million increase in share-based compensation. These increases were partially offset by a $1.5 million decrease in variable compensation.

Previous report

Research and Development Expenses. Research and development expenses increased $30.8 million to $284.0 million for the nine months ended March 2026, compared with $253.2 million for the nine months ended March 2025. The increase primarily was driven by higher personnel-related costs, including an $8.9 million increase in wages and related expenses due to increased headcount and a $16.0 million increase in share-based compensation, as well as a $3.6 million increase in project-specific costs.

Previous report

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $14.9 million to $49.6 million for the three months ended March 2026, compared with $34.7 million for the three months ended March 2025. The increase was driven by share-based compensation, which increased $16.0 million, primarily attributable to forfeitures associated with the departures of certain executives in the third quarter of fiscal 2025, which did not recur in the current period. This increase was partially offset by a decrease of $1.8 million in variable compensation.

Previous report

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $9.4 million to $143.6 million for the nine months ended March 2026, compared with $134.2 million for the nine months ended March 2025. The increase was driven by share-based compensation, which increased $14.3 million, primarily attributable to forfeitures associated with the departures of certain executives in the third quarter of fiscal 2025, which did not recur in the current period. This increase was partially offset by an $8.2 million decrease in professional service fees, primarily due to reduced corporate project activity compared to the same period a year ago.

Previous report

Interest and other income was $3.3 million for the three months ended March 2026, a decrease by $1.4 million compared to the same period a year ago. The decrease was primarily driven by an overall reduction in our invested cash balances following the early repayment of our Term Loan Facility in the second quarter of fiscal 2025 and the cash paid for the Broadcom acquisition in the third quarter of fiscal 2025.

Previous report

Interest expense was $17.6 million for the nine months ended March 2026, a decrease of $16.7 million compared to the same period a year ago. The decrease primarily was driven by the early repayment of the Term Loan Facility in November 2024, which reduced interest expense relative to the prior year period. During the nine months ended March 2025, interest expense and amortization of debt issuance costs related to the Term Loan Facility were $19.2 million. See "Item 1. Condensed Consolidated Financial Statements (Unaudited) - Notes to Condensed Consolidated Financial Statements - Note 9. Debt and Revolving Credit Facility" for additional information.

Previous report

The benefit from income taxes was $12.0 million and $44.6 million for the nine months ended March 2026 and March 2025, respectively. The decrease primarily was due to the absence of several significant one-time tax benefits recognized in the prior-year period, including a $14.1 million deferred tax benefit from a U.S. “check-the-box” election for our Israel subsidiary, and an $8.9 million benefit related to the fiscal 2018 deemed repatriation liability under the U.S. Tax Cuts and Jobs Act, or TCJA, following a U.S. Tax Court decision in Varian Medical Systems, Inc. v. Commissioner, as well as a $7.7 million deferred tax benefit related to inventory reserves transferred from foreign subsidiaries to the United States recognized during the nine months ended March 2025. See “Item 1. Condensed Consolidated Financial Statements (Unaudited) - Notes to Condensed Consolidated Financial Statements - Note 13. Income Taxes” for additional information.

Previous report

Cash Flows from Investing Activities. Net cash provided by investing activities was $25.3 million during the nine months ended March 2026, which primarily consisted of $61.0 million in proceeds from maturities of short-term investments which were not subsequently reinvested in short-term investments, and purchases of property and equipment of $35.7 million, primarily driven by expansion in certain of our facilities from our Broadcom transaction in fiscal 2025.

Previous report

Net cash used by financing activities was $313.0 million for the nine months ended March 2025, which primarily consisted of $583.5 million used to repay the remaining outstanding balance of our Term Loan Facility, $112.3 million used to repurchase our common stock, exclusive of excise taxes, and $49.9 million used for the payment of capped call transactions associated with our 2031 Notes, partially offset by $439.5 million in net proceeds from issuance of our 2031 Notes.
Reworded paragraphs (28)

Previous wording

This Quarterly Report on Form 10-Q for the quarter ended March 28, 2026 (this “Report”) contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements reflect our current expectations and projections regarding our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,” “target,” “strategy,” “continue,” “may,” "commit," “will,” “should,” variations of such words, or other words and terms of similar meaning.

Current wording

This Quarterly Report on Form 10-Q for the quarter ended September 26, 2026 (this “Report”) contains forward-looking statements within the meaning of the safe harbor provisions of the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements reflect our current expectations and projections, including those relating to the proposed Merger with onsemi, and expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, including statements regarding our anticipated business trends and growth drivers in Core IoT and Edge AI, product development and integration activities, strategic and technology investments, operational discipline, backlog, demand conditions, and capital allocation initiatives. Such statements do not relate strictly to historical or current facts and may use words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,” “target,” “strategy,” “continue,” “may,” "commit,” “will,” “should,” variations of such words, or other words and terms of similar meaning.

Previous wording

These forward-looking statements are based on our current assumptions and expectations as of the date of this Report and are subject to risks and uncertainties, many of which are difficult to predict and/or beyond our control. Known trends and uncertainties that may cause actual results to differ materially include, among others: global macroeconomic and geopolitical conditions, including trade tensions, tariffs, inflation, military conflicts (such as those involving the United States, Russia, Ukraine, Israel, Iran and other countries in the Middle East and beyond), and market volatility, which may adversely affect customer demand for our products, purchasing behavior, and the timing and visibility of orders; variability in demand across our target end markets; constraints or imbalances in the availability of certain component parts, including the current industry-wide tightness in memory chips that are used in combination with our products, as well as associated cost increases (to us and our customers), which may affect customer development timelines, production schedules, purchasing behavior, booking patterns, and the timing or visibility of orders for our solutions; risks related to our continued dependence on our solutions for the Core IoT and Enterprise and Automotive product applications market for a substantial portion of our revenue; risks related to the volatility of our net revenue from our solutions for Core IoT and Enterprise and Automotive product applications, including competition from new or established IoT and wireless service companies and from competitors with greater resources; our dependence on and/or loss of one or more large customers for a substantial portion of our revenue, and the loss of commitments from, contracts with, or a significant reduction in orders from, one or more of our major customers could have a material adverse effect on our revenue and operating results; and our exposure to industry downturns and cyclicality in our target markets.

Current wording

These forward-looking statements are based on our current assumptions and expectations as of the date of this Report and are subject to risks and uncertainties, many of which are difficult to predict and/or beyond our control. Known trends and uncertainties that may cause actual results to differ materially include, among others: risks related to our proposed Merger with onsemi; risks related to our continued dependence on our solutions for the Core IoT and Edge AI market for a substantial portion of our revenue; risks related to the volatility of our net revenue from our solutions for Core IoT and Edge AI product applications, including competition from new or established IoT and wireless service companies and from competitors with greater resources; variability in demand across our target end markets; our exposure to industry downturns and cyclicality in our target markets; global macroeconomic and geopolitical conditions, including trade tensions, tariffs, inflation, military conflicts and heightened tensions in the Middle East, Taiwan and U.S. - China relations, and market volatility, which may adversely affect customer demand for our products, purchasing behavior, and the timing and visibility of orders; risks related to the use of artificial intelligence by us and our competitors; constraints or imbalances in the availability of certain component parts, including the current industry-wide tightness in memory chips that are used in combination with our products, as well as associated cost increases (to us and our customers), which may affect customer development timelines, production schedules, purchasing behavior, booking patterns, and the timing or visibility of orders for our solutions; and our dependence on and/or loss of one or more large customers for a substantial portion of our revenue, and the loss of commitments from, contracts with, or a significant reduction in orders from, one or more of our major customers could have a material adverse effect on our revenue and operating results.

Previous wording

Additional factors include risks related to the success and timing of new product solutions for existing or new markets; our ability to successfully execute on our strategy to develop integrated solutions including audio, touch, and vision interfaces with embedded processing and wireless connectivity for customer adoption; risks related to our expectations regarding technology and strategic investments and the anticipated timing or benefits thereof; historical and continued decreases in our average selling prices due to changes in our product sales mix and decreased revenue from our mobile product applications; our ability to attract and retain key talent necessary to drive our strategic initiatives, including our Edge AI strategies, in a highly competitive industry; our ability to execute on our cost reduction initiatives and to achieve anticipated synergies and expense reductions; our ability to maintain and build relationships with our customers; our dependence on and/or interruption or loss of, a limited number of suppliers and subcontractors, including suppliers’ manufacturing capacity constraints, the ability of these third parties to maintain satisfactory manufacturing yields and delivery schedules; the risk that our indemnification obligations for third-party claims could result in substantial costs; risks and uncertainties related to regional instabilities and hostilities, as well as global conflicts, such as those in the Middle East, economic volatility, and regulatory changes, any of which could disrupt our supply chain, increase costs, and undermine the competitiveness of our offerings, requiring operational adjustments, such as reductions in force, or otherwise adversely affecting our financial condition and operating results; changes in export restrictions and laws affecting the Company’s trade and investment activities; and other risks identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of our Annual Report on Form 10-K for the fiscal year ended June 28, 2025, and in our other reports filed with the SEC from time to time. Forward-looking statements are based on information available to us as of the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that have not been completed as of the date of this filing.

Current wording

Additional factors include risks related to the success and timing of new product solutions for existing or new markets; our ability to successfully execute on our strategy; risks related to our expectations regarding technology and strategic investments and the anticipated timing or benefits thereof; historical and continued decreases in our average selling prices, pricing pressure, changes in our product mix and input costs; our ability to attract and retain key talent necessary to drive our strategic initiatives, including our Edge AI strategies, in a highly competitive industry; our ability to maintain and build relationships with our customers; our dependence on and/or interruption or loss of, a limited number of suppliers and subcontractors, including suppliers’ manufacturing capacity constraints, the ability of these third parties to maintain satisfactory manufacturing yields and delivery schedules; the risk that our indemnification obligations for third-party claims could result in substantial costs; risks and uncertainties related to regional instabilities and hostilities, as well as global conflicts, such as those in the Middle East, economic volatility, and regulatory changes, any of which could disrupt our supply chain, increase costs, and undermine the competitiveness of our offerings, requiring operational adjustments, such as reductions in force, or otherwise adversely affecting our financial condition and operating results; changes in export controls and laws affecting the Company’s trade and investment activities; and other risks identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of our Annual Report on Form 10-K for the fiscal year ended June 27, 2026, in Note 1, "Description of Business," and in the "Overview" section of Management's Discussion and Analysis of Financial Condition and Results of Operations in this Report, and in our other reports filed with the SEC from time to time. Additional information regarding the risks related to the proposed Merger is set forth in Part II, Item 1A, “Risk Factors,” of this Report, and in our definitive proxy statement filed with the SEC on October 19, 2026. Forward-looking statements are based on information available to us as of the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward- looking statement is based, except as required by law. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that have not been completed as of the date of this filing, including the proposed Merger with onsemi.

Previous wording

Net revenue in the third quarter of fiscal 2026 was $294.2 million and was 10.4% higher than net revenue compared to the same period a year ago. This was primarily due to an increase in net revenue in our Core IoT product applications, which increased 30.8% compared to the same period a year ago, primarily driven by an increase in units sold and an increase in average selling prices due to our product sales mix.

Current wording

Net revenue in the first quarter of fiscal 2027 was $294.0 million and was 0.5% higher than net revenue for the same period a year ago. This was primarily due to an increase in net revenue in our Enterprise and Automotive product applications, which increased 17.5% compared to the same period a year ago. The increase in revenue from our Enterprise and Automotive product applications was partially offset by decreases in revenue from our Core IoT and Mobile product categories. Revenue from our Core IoT product line decreased by 15.6% and revenue from our Mobile product category decreased by 19.9%.

Previous wording

Gross margin for the three months ended March 2026 and March 2025 was 45.3% and 43.4%, respectively. The increase was primarily driven by favorable product sales mix and lower amortization expense on certain acquired intangible assets that have reached the end of their useful lives.

Current wording

Gross margin for the three months ended September 2026 and September 2025 was 47.8% and 42.6%, respectively. The increasewas primarily driven by an increase in revenue from the licensing of certain of our IP, favorable product sales mix and lower amortization expense on certain acquired intangible assets that have reached the end of their useful lives.

Previous wording

As a global company, we are exposed to and impacted by global macroeconomic factors and geopolitical conditions including military conflicts (such as the ongoing conflict involving the United States, Israel, Iran and other countries in the Middle East and beyond), U.S. and foreign government policies, inflation, tariffs, interest rates, foreign exchange fluctuations, potential economic slowdowns, and evolving trade regulations and sanctions. These factors may affect our operating environment, costs and financial results.

Current wording

As a global company, we are exposed to and impacted by global macroeconomic factors and geopolitical conditions including military conflicts and heightened tensions in the Middle East, Taiwan and U.S. - China relations, and foreign government policies, inflation, tariffs, interest rates, foreign exchange fluctuations, potential economic slowdowns, and evolving trade regulations, export controls and sanctions. These factors may affect our operating environment, costs and financial results.

Previous wording

The ongoing conflict in the Middle East has increased geopolitical tensions, including sanctions and restrictions affecting key transportation routes such as the Strait of Hormuz, contributing to volatility in global energy prices. As a result, we may experience disruptions to transportation routes and supply chains, including those involving third-party vendors, as well as higher transportation and logistics costs and broader inflationary pressures, which could adversely affect our revenue and gross margin. The extent and duration of these impacts remain uncertain, and further escalation and continued duration could materially and adversely affect our business and financial results.

Current wording

The ongoing conflict and military escalations in the Middle East have increased risks to commercial shipping and transportation routes in and around the Strait of Hormuz and other regional waterways. Further escalation or prolonged disruption could contribute to volatility in global energy prices, shipping delays, increased freight and insurance costs, supply chain disruptions involving our third-party vendors, and broader inflationary pressures. The extent and duration of these impacts remain uncertain, and further escalation and continued duration could materially and adversely affect our business and financial results.

Previous wording

Given that a significant portion of our sales and supply chain, including outsourced manufacturing, assembly and test operations, occurs outside of the United States, we are also exposed to, and impacted by, changes in international trade policies, particularly increased tariffs and other barriers or restrictions on trade between the United States and other countries, including China. Based on our current import and export practices, we believe our direct tariff exposure remains limited. However, some of our customers and suppliers may be affected depending on their own supply chain strategies and sourcing locations. We continue to monitor for any potential customer and supplier impacts, ranging from supply chain adjustments to changes in end demand. While the broader implications of these activities remain uncertain, based on our current lead times and order activity, we have not observed material changes in order patterns or timing due to tariffs, the ongoing conflict in the Middle East, or related geopolitical developments that would be likely to impact our near-term financial performance. We will continue to assess the potential short- and long-term effects of these developments on our financial and operational performance.

Current wording

A significant portion of our sales and supply chain, including outsourced manufacturing, assembly and test operations, occurs outside of the United States. We are therefore exposed to changes in international trade policies, including increased tariffs and other barriers or restrictions on trade between the United States and other countries, particularly China. Expanded tariffs, including tariffs on certain semiconductors and related products, could increase costs, disrupt supply chains, affect our customers' and suppliers' sourcing decisions, or reduce demand for our products. Based on our current assessment of our products, sourcing and import practices, we believe our direct tariff exposure remains limited. However, customers and suppliers may be affected based on their own supply chains and sourcing locations, which could result in supply chain adjustments, pricing changes or shifts in end demand. We continue to monitor for any potential customer and supplier impacts, ranging from supply chain adjustments to changes in end demand. While the broader implications of these activities remain uncertain, based on our current lead times and order activity, we have not observed material changes in order patterns or timing due to tariffs, the ongoing conflict in the Middle East, or related geopolitical developments that would be likely to impact our near-term financial performance. We will continue to assess the potential short- and long-term effects of these developments on our financial and operational performance.

Previous wording

The continuing constrained availability and elevated pricing of certain memory components across the broader electronics supply chain have, at times, influenced the timing of orders for certain products, particularly for smaller customers. These conditions did not have a material impact on our results for the quarter; however, limited visibility into future availability, timing, increased associated costs, and the potential for these conditions to persist, could affect customer development timelines, purchasing behavior, production schedules, booking patterns, and the timing or visibility of orders in future periods. We continue to monitor these conditions and their potential impact on customer demand and ordering behavior.

Current wording

The constrained availability and elevated pricing of certain memory components, CPUs and GPUs across the broader electronics supply chain have continued to affect some customers, at times, influencing the timing of orders for certain products, particularly for our PC and smartphone customers as well as smaller customers. These conditions did not have a material impact on our results for the quarter. Limited visibility into future availability, timing, increased associated costs, and the potential for these conditions to persist, could affect customer development timelines, purchasing behavior, production schedules, booking patterns, and the timing or visibility of orders in future periods. We continue to monitor these conditions and their potential impact on customer demand and ordering behavior.

Previous wording

Net revenue was $294.2 million for the three months ended March 2026, compared with $266.6 million for the three months ended March 2025, an increase of $27.6 million, or 10.4%. Revenue increased in most of our product applications for the three months ended March 2026 compared with the same period a year ago. Net revenue from Enterprise and Automotive product applications increased by $14.2 million and primarily was driven by higher units sold (which increased 5.2%) and the release of a customer rebate liability, partially offset by a decrease in average selling prices (which decreased 1.7%) due to our product sales mix compared to the same period a year ago. Net revenue from Core IoT product applications increased by $20.8 million and was primarily driven by higher units sold (which increased 27.1%), inclusive of the contribution from the business acquisition completed in fiscal 2025, and an increase in average selling prices (which increased 2.9%) due to our product sales mix compared to the same period a year ago. Net revenue from Mobile product applications decreased by $7.4 million and was primarily driven by lower units sold (which decreased 5.7%) and a decrease in average selling prices (which decreased 11.2%), due to lower demand and unfavorable product mix.

Current wording

Net revenue was $294.0 million for the three months ended September 2026, compared with $292.5 million for the three months ended September 2025, an increase of $1.5 million, or 0.5%. Net revenue from Enterprise and Automotive product applications increasedby $25.9 million primarily driven by $17.3 million of revenue from the licensing of certain of our IP and an increase inaverage selling price of 18.1% due to our product sales mix compared to the same period a year ago. Net revenue from Core IoT product applications decreased by $16.2 million primarily driven by a decrease in units sold of 15.2% and a decrease in average selling price of 0.5% due to our product sales mix compared to the same period a year ago. Net revenue from Mobile product applications decreased by $8.2 million primarily driven by a decrease in units sold of 20.7%, partially offset by a higher average selling price of 1.0%, due to our product mix.

Previous wording

Gross margin as a percentage of net revenue was 45.3%, with gross margin of $133.3 million, for the three months ended March 2026, compared with 43.4%, with gross margin of $115.8 million, for the three months ended March 2025. The 190 basis point increase in gross margin as a percentage of net revenue for the three months ended March 2026 primarily was due to favorable product sales mix, the release of a customer rebate liability and a decrease in amortization of certain acquisition-related intangible assets that have reached the end of their useful lives.

Current wording

Gross margin as a percentage of net revenue was 47.8%, with gross margin of $140.4 million, for the three months ended September 2026, compared with 42.6%, with gross margin of $124.6 million, for the three months ended September 2025. The 520 basis point increase in gross margin as a percentage of net revenue for the three months ended September 2026 was primarily due to revenue from the licensing of certain of our IP and a decrease in amortization of certain acquisition-related intangible assets that have reached the end of their estimated useful lives.

Previous wording

Interest and other income. Interest and other income includes interest income earned on our invested cash balances and other miscellaneous income.

Current wording

Interest (expense) income and other, net includes interest income earned on our invested cash balances and other miscellaneous income, net of interest expense.

Previous wording

Interest and other income was $13.2 million for the nine months ended March 2026, a decrease of $9.8 million compared to the same period a year ago. The decrease was primarily driven by a $11.9 million reduction in interest income due to lower invested cash balances following the early repayment of our Term Loan Facility in the second quarter of fiscal 2025 and the cash paid for the Broadcom acquisition in the third quarter of fiscal 2025, partially offset by a $2.3 million increase in miscellaneous other income relating to a refund of amounts we paid previously to a third party.

Current wording

Interest income and other was $2.9 million for the three months ended September 2026, a decrease of $3.4 million compared to the same period a year ago. The decrease was primarily due to a $2.3 million miscellaneous other income relating to a refund of amounts we paid previously to a third party recorded during the three months ended September 2025 and an overall reduction in our invested cash balances.

Previous wording

Interest expense. Interest expense primarily includes interest expense on our debt, unused commitment fees on our revolving credit facility and amortization of debt issuance costs.

Current wording

Interest expense and other primarily includes interest expense on our debt, unused commitment fees on our revolving credit facility and amortization of debt issuance costs.

Previous wording

Interest expense was $5.8 million for the three months ended March 2026, and remained flat compared to the same period a year ago. See "Item 1. Condensed Consolidated Financial Statements (Unaudited) - Notes to Condensed Consolidated Financial Statements - Note 9. Debt and Revolving Credit Facility" for additional information.

Current wording

Interest expense and other was $5.7 million for the three months ended September 2026, andremained flat compared to the same period a year ago. See "Item 1. Condensed Consolidated Financial Statements (Unaudited) - Notes to Condensed Consolidated Financial Statements - Note 9. Debt and Revolving Credit Facility" for additional information.

Previous wording

Benefit from Income Taxes. The benefit from income taxes was $7.2 million and $5.6 million for the three months ended March 2026 and March 2025, respectively. The increase primarily was due to a favorable one-time adjustment from a multiyear research and development credit study and the impact of U.S. inclusion of foreign income.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was signed into law. The legislation includes a permanent extension and modification of certain provisions under the 2017 TCJA. Provisions effective for Synaptics beginning June 29, 2025, were reflected in the Company’s income tax provision for the nine months ended March 2026 and are not expected to have a material impact on the effective tax rate or cash flows. We will continue to monitor forthcoming U.S. Treasury and Internal Revenue Service guidance related to OBBBA and assess potential implications for future reporting periods.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was signed into law. The legislation includes a permanent extension and modification of certain provisions under the Tax Cuts and Jobs Act of 2017. Provisions effective for Synaptics beginning June 28, 2026, were reflected in the Company’s income tax provision for the three months ended September 2026 and are not expected to have a material impact on our effective tax rate or cash flows. We will continue to monitor forthcoming U.S. Treasury and Internal Revenue Service guidance related to OBBBA and assess potential implications for future reporting periods.

Previous wording

The Organization for Economic Co-operation and Development, or OECD, introduced Pillar Two Model Rules for a global minimum tax of 15% applicable to large multinational corporations. Many countries in which we have business operations, including the United Kingdom, Hong Kong, Switzerland, and Japan, have implemented certain aspects of Pillar Two. The OECD and the implementing countries are expected to continue issuing more guidance and refining their laws. Based on the latest legislation and our current estimate, Pillar Two had no impact on our effective tax rate or cash flows for the first nine months of fiscal 2026. We will continue to evaluate the potential impact of these developments as additional guidance is issued and further local enactments occur.

Current wording

The Organization for Economic Co-operation and Development, or OECD, introduced Pillar Two Model Rules for a global minimum tax of 15% applicable to large multinational corporations. Many countries in which we have business operations, including the United Kingdom, Hong Kong, Switzerland, Japan, and Israel, have implemented certain aspects of Pillar Two. The OECD and the implementing countries are expected to continue issuing more guidance and refining their laws. Based on the latest legislation and our current estimate, Pillar Two had immaterial impact on our effective tax rate or cash flows for the first three months of fiscal 2027. We will continue to evaluate the potential impact of these developments as additional guidance is issued and further local enactments occur.

Previous wording

Our cash and cash equivalents were $404.4 million and $391.5 million as of March 2026 and June 2025, respectively.

Current wording

Our cash and cash equivalents were $367.7 million and $442.5 million as of September 2026 and June 2026, respectively.

Previous wording

We consider almost all of the earnings of our foreign subsidiaries as not indefinitely invested overseas and have made appropriate provisions for income or withholding taxes that may result from a future repatriation of those earnings. As of March 2026, $277.3 million of cash and cash equivalents was held by our foreign subsidiaries. If these funds are needed for our operations in the United States, we would be able to repatriate substantially all of these funds without a material impact on our provision for income taxes.

Current wording

We consider almost all of the earnings of our foreign subsidiaries as not indefinitely invested overseas and have made appropriate provisions for income or withholding taxes that may result from a future repatriation of those earnings. As of September 2026, $313.6 million of cash and cash equivalents was held by our foreign subsidiaries. If these funds are needed for our operations in the United States, we would be able to repatriate substantially all of these funds without a material impact on our provision for income taxes.

Previous wording

Cash Flows from Operating Activities. Net cash provided by operating activities during the nine months ended March 2026 was $81.8 million compared with cash provided by operating activities of $84.8 million during same period a year ago. For the nine months ended March 2026, the primary operating activities were adjustments for non-cash charges of $227.0 million and net cash outflows of $101.8 million from changes in our operating assets and liabilities. The primary drivers of the change in operating assets and liabilities relate to an increase of $32.2 million in accounts receivable related to the timing of collections and billings and an increase of $20.8 million in net inventories. Our inventory levels will vary based on the availability of supply and the impact of variations between forecasted and actual demand. In addition, there was a decrease of $18.9 million in accounts payable due to the timing of payments made to our vendors.

Current wording

Net cash used in operating activities during the three months ended September 2026 was $15.5 million compared with cash provided by operating activities of $30.2 million during the same period a year ago. For the three months ended September 2026, the primary operating activities were adjustments for non-cash charges of$67.5 million and net cash outflows of$65.3 million from changes in our operating assets and liabilities. The primary drivers of the change in operating assets and liabilities relate to an increase of $24.5 million in accounts receivable related to the timing of collections and billings and an increase of $28.8 million in net inventories. Our inventory levels will vary based on the availability of supply and the impact of variations between forecasted and actual demand. In addition, there was a decrease of $9.6 million in accounts payable due to the timing of payments made to our vendors and decrease in accruals by$7.8 million due to payout of annual bonus partially offset by restructuring and other accruals during the first quarter of fiscal 2027.

Previous wording

During the three months ended March 2026 and March 2025, our days sales outstanding was 50 days and 45 days, respectively. Annualized inventory turns decreased to approximately three for the three months ended March 2026, compared to approximately four for the same period a year ago.

Current wording

During the three months ended September 2026 and September 2025, our days sales outstanding was 58 days and 37 days, respectively. Days inventory outstanding increased to approximately 124 for the three months ended September 2026, compared to approximately 94 for the same period a year ago.

Previous wording

Net cash used by investing activities was $289.0 million during the nine months ended March 2025, which primarily consisted of $198.8 million, the majority of which we paid to acquire certain assets from Broadcom and the purchase of $61.0 million in short-term investments.

Current wording

Net cash used in investing activities was $28.1 million during the three months ended September 2026, which primarily consisted of a payment of $25.0 million for the purchase of intangible assets.

Previous wording

Cash Flows from Financing Activities. Net cash used by financing activities was $93.9 million for the nine months ended March 2026, which primarily consisted of $82.6 million in repurchases of our common stock and $32.7 million used for payroll taxes on the delivery of the underlying shares for share-based awards, partially offset by a $14.0 million refund of deposit previously paid to a vendor.

Current wording

Net cash used in financing activities was $30.9 million for the three months ended September 2026, which consisted of $30.9 million used for payroll taxes on the delivery of the underlying shares for share-based awards.

Previous wording

We have $350.0 million available under our revolving credit facility with a maturity date to be the earlier of November 2029 or three months prior to any maturity of our 2029 Notes. As of March 2026, there was no balance outstanding under this facility.

Current wording

We have $350.0 million available under our revolving credit facility with a maturity date to be the earlier of November 2029 or three months prior to any maturity of our Senior Notes. As of September 2026, there was no balance outstanding under this facility.

Previous wording

As of March 2026, our principal long-term debt obligations were $850.0 million.

Current wording

Our aggregate principal debt obligations were $850.0 million as of September 2026 and mature at various dates through December 2031.

Previous wording

Working Capital Needs. We believe our existing cash and cash equivalents, anticipated cash flows from operating activities and available credit under our revolving credit facility, will be sufficient to meet our working capital and other cash requirements, and our debt service obligations for at least the next 12 months. Our future capital requirements will depend on many factors, including our revenue, the timing and extent of spending to support product development efforts, costs associated with restructuring activities net of projected savings from those activities, costs related to protecting our intellectual property, the expansion of sales and marketing activities, timing of introduction of new products and enhancements to existing products, costs to ensure access to adequate manufacturing, costs of maintaining sufficient space for our workforce, the continuing market acceptance of our product solutions, purchases we make under our common stock repurchase program, and the amount and timing of our investments in, or acquisitions of, other technologies or companies. Further equity or debt financing may not be available to us on acceptable terms. If sufficient funds are not available or are not available on acceptable terms, our ability to fund our future long-term working capital needs, take advantage of business opportunities or to respond to competitive pressures could be limited or severely constrained.

Current wording

Working Capital Needs. We believe our existing cash and cash equivalents, anticipated cash flows from operating activities and available credit under our revolving credit facility, will be sufficient to meet our working capital and other cash requirements, and our debt service obligations for at least the next 12 months. Our future capital requirements will depend on many factors, including our revenue, the timing and extent of spending to support product development efforts, costs associated with restructuring activities net of projected savings from those activities, costs related to protecting our intellectual property, the expansion of sales and marketing activities, timing of introduction of new products and enhancements to existing products, costs to ensure access to adequate manufacturing, costs of maintaining sufficient space for our workforce, the continuing market acceptance of our product solutions, purchases we make under our common stock repurchase program, the amount and timing of our investments in, or acquisitions of, other technologies or companies, and our obligations under the A&R Merger Agreement. Further equity or debt financing may not be available to us on acceptable terms. If sufficient funds are not available or are not available on acceptable terms, our ability to fund our future long-term working capital needs, take advantage of business opportunities or to respond to competitive pressures could be limited or severely constrained.

Previous wording

There have been no significant changes in our critical accounting estimates during the nine months ended March 2026, compared with our critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2025.

Current wording

There have been no significant changes in our critical accounting estimates during the three months ended September 2026, compared with our critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended June 27, 2026.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

See "Item 1. Condensed Consolidated Financial Statements (Unaudited) - Notes to Condensed Consolidated Financial Statements - Note 9. Debt and Revolving Credit Facility" for additional information.