SYNAPTICS Inc

Current report

Risks Related to Proposed Merger between Synaptics and onsemi

Current report

The completion of the proposed Merger with onsemi may be delayed or not occur at all for a variety of reasons, including that the A&R Merger Agreement is terminated, and the failure to complete the Merger could adversely affect our business, financial condition and results of operations and the market price of our common stock.

Current report

On October 1, 2026, in connection with the Merger, we entered into the A&R Merger Agreement with onsemi and Merger Sub, pursuant to which Merger Sub will merge with and into Synaptics, with Synaptics surviving as a wholly-owned subsidiary of Parent. The completion of the proposed Merger with onsemi is subject to customary closing conditions, some of which are beyond our and onsemi’s control, including (1) the approval of the A&R Merger Agreement by the Required Company Stockholder Vote, (2) the approval of the Merger under certain antitrust and foreign investment regimes, (3) the absence of any order, injunction or law of certain jurisdictions prohibiting the Merger, (4) the accuracy of the other party’s representations and warranties, subject to certain materiality and other standards set forth in the A&R Merger Agreement, (5) compliance in all material respects with the other party’s covenants and other obligations under the A&R Merger Agreement, and (6) the absence of a continuing material adverse effect with respect to us on or after the date of the A&R Merger Agreement that is continuing as of immediately before the closing of the Merger. There can be no assurance that the Merger will be completed in the expected timeframe, or at all. Subject to the terms and conditions of the A&R Merger Agreement, the parties have agreed to use reasonable best efforts to take all actions reasonably necessary to consummate the Merger. Notably, the Federal Trade Commission granted early termination of the waiting period under the under the Hart-Scott-Rodino Act for the contemplated transaction with onsemi.

Current report

The A&R Merger Agreement may be terminated under certain circumstances, including (1) by either us or onsemi if the Merger is not completed by June 25, 2027, which date may be extended for up to three periods of three months each, in each case under certain circumstances (the “End Date”), (2) by either us or onsemi if any court or governmental authority of a specified jurisdiction has issued a final non-appealable order or injunction prohibiting the Merger, (3) by onsemi prior to the Required Company Stockholder Vote if our Board of Directors fails to include in our proxy statement its recommendation to stockholders to vote in favor of the adoption of the A&R Merger Agreement or changes its recommendation, (4) by us prior to the Required Company Stockholder Vote in order to accept a Superior Proposal (as defined in the A&R Merger Agreement), (5) by either us or onsemi if we fail to receive the Required Company Stockholder Vote at our stockholder meeting (including any adjournments and postponements thereof), or (6) by either party if the other party materially breaches its covenants, or breaches its representations and warranties, in the A&R Merger Agreement such that the applicable conditions to closing would not be satisfied, subject in certain cases to the right of the breaching party to cure the breach. We and onsemi may also terminate the A&R Merger Agreement by mutual written consent.

Current report

Upon termination of the A&R Merger Agreement, we, under specified circumstances, including termination by us to accept a Superior Proposal or by onsemi following a change in recommendation by our Board of Directors, will be required to pay onsemi a termination fee of $235.0 million (the “Synaptics Termination Fee”). Additionally, onsemi, under specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, or failure to receive certain required regulatory approvals of specified governmental authorities by the End Date, will be required to pay us a regulatory termination fee of $320.0 million.

Current report

We and onsemi may also be subject to lawsuits or other demands challenging the Merger or certain disclosures made with respect thereto, and adverse rulings in these lawsuits, or the existence or pendency of these matters, may delay or prevent the Merger from being completed or require us or onsemi to incur significant costs to defend or settle these matters. Any delay in completing the Merger could cause us to fail to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Merger is successfully completed within the expected time frame.

Current report

If the Merger is not completed, or if there are delays in completing the Merger, our business, financial condition, results of operations and the market price of our common stock may be adversely affected in a number of ways, including:

Current report

•the market price of our common stock may decline to the extent that the current market price reflects an assumption that the Merger will be completed;

Current report

•if the A&R Merger Agreement is terminated under certain circumstances specified in the A&R Merger Agreement, we would be required to pay a termination fee as described above;

Current report

•we have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not completed, as well as other significant expenses that may not be recoverable if the Merger is not completed;

Current report

•the attention of our management will have been diverted to the Merger rather than our own operations and pursuit of other opportunities that could have been beneficial to us; and

Current report

•we may experience negative publicity and/or reactions from our investors, employees, customers, suppliers, distributors and other business partners.

Current report

The completion of the proposed Merger is subject to the satisfaction or waiver of closing conditions contained in the A&R Merger Agreement, including certain regulatory approvals which may not be received, may take longer than expected or the receipt of which may impose conditions that are not presently anticipated or that cannot be met, and if these closing conditions are not satisfied or waived, the proposed Merger will not be completed.

Current report

Various consents, clearances, approvals, authorizations and declarations of non-objection, or expiration of waiting periods (or extensions thereof), from certain regulatory and governmental authorities in certain jurisdictions are conditions to completing the proposed Merger. Regulatory and governmental entities may impose conditions on their respective approvals, in which case lengthy negotiations may ensue among such regulatory or governmental entities, us and onsemi, and we and onsemi may not be required under the terms of the A&R Merger Agreement to accept such conditions. Such conditions, any such negotiations and the process of obtaining such regulatory approvals, consents or clearances, including any potential changes to the terms of the Merger, could have the effect of delaying or preventing the completion of the Merger.

Current report

Subject to the terms of the A&R Merger Agreement, we have agreed to use our reasonable best efforts to take all actions necessary to consummate the Merger, including obtaining all required or necessary consents, approvals or waivers from third parties, and cooperating to obtain the regulatory approvals necessary to complete the Merger. Nonetheless, certain conditions to the completion of the Merger are not within our or onsemi’s control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable). There can be no assurance that all required approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such approvals or that the Merger will be completed in a timely manner or at all. Even if regulatory approvals are obtained, it is possible conditions will be imposed that could result in a material delay in, or the abandonment of, the Merger or otherwise have an adverse effect on our business, financial condition, results of operations and the market price of our common stock.

Current report

Uncertainty about the Merger may adversely affect relationships with our customers, suppliers, service providers, partners, consultants, and other business counterparties, whether or not the Merger is completed.

Current report

In response to the announcement of the Merger, our existing or prospective customers, suppliers, service providers, partners, consultants, and other business counterparties may:

Current report

•delay, defer, or cease entering into a business relationship with us or the combined company;

Current report

•terminate their relationships with us or the combined company;

Current report

•delay or defer other decisions concerning us or the combined company; or

Current report

•seek to change the terms on which they do business with us or the combined company.

Current report

Any such delays or changes to terms could materially harm our business or, if the Merger is completed, the business of the combined company. Losses of customers, suppliers, service providers, consultants or other important strategic relationships could have a material adverse effect on our business, financial condition and results of operations. Such adverse effects could also be exacerbated by a delay in the completion of the Merger for any reason, including delays associated with obtaining the requisite regulatory approvals or the approval of our stockholders.

Current report

As a result of the announcement and pendency of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company. As a result, key employees may depart because of such uncertainty or a desire to not remain with onsemi following the completion of the Merger.

Current report

As a result of the announcement and pendency of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company, or decide that they do not want to continue their employment with the combined company. For example, as previously reported, our now former Chief Financial Officer and our Vice President, Corporate Controller, recently resigned from their respective positions. Key employees also may depart because of such uncertainty or a desire to not remain with onsemi following the completion of the Merger. Increased voluntary attrition of officers, key employees or other employees could materially harm our business, results of operations and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Merger. We also have experienced challenges in hiring new employees during the pendency of the Merger, which has resulted, and may continue to result, in increased costs associated with hiring consultants to backfill such positions. We may continue to experience such challenges in hiring new employees during the pendency of the Merger or following a termination of the A&R Merger Agreement, which could harm our ability to grow our business, execute on our business plans or enhance our operations. If the Merger is consummated, the combined company could be less attractive to current and prospective employees, which could harm the business and prospects of the combined company.

Current report

Restrictions under the A&R Merger Agreement may adversely affect our business and operations.

Current report

Under the terms of the A&R Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger which may adversely affect our ability to execute certain of our business strategies, including, but not limited to, making material acquisitions, disposing of material assets, entering into material agreements, making capital expenditures in excess of specified amounts, repurchasing our capital stock or other equity securities, issuing additional capital stock or other equity securities, or incurring additional indebtedness (in each case, subject to certain exceptions). These limitations may have adverse effects on our existing or planned relationships with our existing or prospective customers, suppliers, service providers, consultants and employees, which could adversely affect our business and operations prior to the completion of the Merger.

Current report

Because the Merger Consideration is a fixed amount of cash, the value of the consideration our stockholders will receive will not be adjusted for changes in our business or the market price of our or onsemi's common stock, and our stockholders will not participate in any future earnings or growth of our company or onsemi following the closing.

Current report

Under the A&R Merger Agreement, at the Effective Time, each share of our common stock (subject to limited exceptions identified in the A&R Merger Agreement) issued and outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive the Merger Consideration. The Merger Consideration will not be adjusted for changes in our business, assets, liabilities, prospects, results of operations or financial condition, or for changes in the market price of our or onsemi's common stock, between the date of the A&R Merger Agreement and the completion of the Merger. As a result, if the value of our company increases before the Merger is completed, or the market price of our common stock exceeds the Merger Consideration, our stockholders will not receive the benefit of any such increase. In addition, following the completion of the Merger, our stockholders will cease to have any equity interest in our company, will not hold any equity interest in onsemi as a result of the Merger, and will not participate in any future earnings or growth of our company or onsemi or benefit from any appreciation in value of the combined company. Stockholders who do not vote in favor of the adoption of the A&R Merger Agreement and who properly exercise appraisal rights under the Delaware General Corporation Law will not receive the Merger Consideration but will instead have such rights as are granted under Delaware law.

Current report

The receipt of cash in exchange for shares of our common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes.

Current report

The receipt of cash in exchange for shares of our common stock in the Merger is expected to be a taxable transaction to U.S. holders (as defined under the section "U.S. Federal Income Tax Consequences of the Merger" in our definitive proxy statement filed on October 19, 2026) for U.S. federal income tax purposes, and may also be taxable under applicable state, local and non-U.S. tax laws. In general, a U.S. holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and such holder’s adjusted tax basis in the shares exchanged. Our stockholders are urged to consult their own tax advisors regarding the particular tax consequences of the Merger to them.

Current report

The A&R Merger Agreement contains customary provisions that could nonetheless discourage or deter a potential competing acquirer from making a favorable alternative transaction proposal to us and, in specified circumstances, could require us to pay a substantial termination fee to onsemi.

Current report

Under the A&R Merger Agreement, we are subject to customary "no-shop" restrictions and are not permitted to initiate, solicit or knowingly encourage or facilitate any inquiries or the making of any proposal or offer by or with a third party with respect to an acquisition proposal and to furnish nonpublic information to, or engage in discussions or negotiations with, a third party interested in pursuing an alternative business combination transaction, subject to certain exceptions set forth in the A&R Merger Agreement to allow our Board of Directors to comply with their fiduciary duties under applicable law. Further, our Board of Directors has agreed to include in the proxy statement for the Merger its recommendation that our stockholders vote in favor of the Merger, subject to exceptions for superior proposals and other situations where failure to effect a recommendation change would be inconsistent with our Board of Directors' fiduciary duties. Upon the termination of the A&R Merger Agreement under specified circumstances, including, among others, the termination by onsemi in the event of a Change of Recommendation (as defined in the A&R Merger Agreement) by our Board of Directors, we would be required to pay onsemi the Synaptics Termination Fee. Such provisions of the A&R Merger Agreement, although customary and determined by our Board of Directors to be reasonable under the circumstances, could nonetheless discourage or deter a third party that may be willing to pay more than onsemi for our outstanding common stock from considering or proposing such an acquisition of our company. On September 2, 2026, we received an unsolicited, non-binding acquisition proposal from a strategic party, referred to as “Party A” in our definitive proxy statement filed on October 19, 2026, which our Board of Directors, together with the special committee of our Board of Directors, determined, as such proposal was subsequently revised by Party A, constituted a Superior Proposal under the Original Merger Agreement. Following further negotiations with onsemi, our Board of Directors, on the recommendation of the special committee, determined that, in light of the terms of the A&R Merger Agreement, Party A’s revised proposal no longer constituted a Superior Proposal, and approved the A&R Merger Agreement. Party A or another third party may submit a new or revised acquisition proposal prior to the Required Company Stockholder Vote. Any such proposal, and our Board of Directors’ evaluation of it in accordance with its fiduciary duties and the terms of the A&R Merger Agreement, could result in further negotiations, delay or otherwise disrupt the Merger process, divert management’s attention, increase our transaction costs, result in volatility in the market price of our common stock, or result in a Change of Recommendation or the termination of the A&R Merger Agreement, which may require us to pay the Synaptics Termination Fee under the A&R Merger Agreement. There can be …

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Current report

Litigation may arise in connection with the Merger, which could be costly, prevent consummation of the Merger, divert management's attention and otherwise materially harm our business.

Current report

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements and/or their directors and officers. A negative outcome in any such lawsuit could result in substantial costs to us, including any costs associated with the indemnification of directors and officers. Regardless of the outcome of any future litigation related to the Merger, such litigation may be time-consuming and expensive and may distract our management from running the day-to-day operations of their business. If the Merger is not consummated for any reason, litigation could be filed in connection with the failure to consummate the Merger. Any litigation related to the Merger may result in negative publicity or an unfavorable impression of us, which could adversely affect the price of our common stock, impair our ability to recruit or retain employees, damage our business relationships or otherwise materially harm our operations and financial performance.