SYNAPTICS Inc

1. Description of Business

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.

Pending Merger with ON Semiconductor Corporation

On October 1, 2026, we entered into an Amended and Restated Agreement and Plan of Merger (the "A&R Merger Agreement") by and among Synaptics, ON Semiconductor Corporation, a Delaware corporation ("Parent" or "onsemi"), and Sonic Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into Synaptics (the “Merger”), with Synaptics surviving as a wholly-owned subsidiary of Parent (the “Surviving Corporation”), 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, $0.001 par value per share ("common stock"), issued and outstanding immediately before the effective time of the Merger (the "Effective Time") (subject to limited exceptions identified in the A&R Merger Agreement) will be converted into the right to receive $123.00 per share in cash, without interest (the "Merger Consideration"). 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 Delaware General Corporation Law ("DGCL") will not be entitled to receive the Merger Consideration but will instead have such rights as are granted by the DGCL.

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 affirmative vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon (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.

In connection with this pending Merger, we have incurred $6.2 million of costs during the three months ended September 2026, and expect to continue to incur financial advisory, legal, accounting, and other related costs prior to the completion of the Merger, which could be significant.

2. Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, the "SEC", and United States generally accepted accounting principles, "U.S. GAAP." Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules and regulations. In our opinion, the financial statements include all adjustments, which are of a normal and recurring nature and necessary for the fair presentation of the results of the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future period. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended June 27, 2026.

The condensed consolidated financial statements include our financial statements and those of our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation.

Our fiscal year is the 52- or 53-week period ending on the last Saturday in June. Our fiscal 2027 and 2026 are 52-week periods ending June 26, 2027, and June 27, 2026, respectively. The fiscal periods presented in this report are 13-week periods for the three-month periods ended September 26, 2026, and September 27, 2025, respectively. For simplicity, the accompanying condensed consolidated financial statements have been shown as ending on calendar quarter end dates as of and for all periods presented, unless otherwise indicated.

Significant Accounting Policies

There have been no material changes to our significant accounting policies in Note 2 - Basis of Presentation and Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 27, 2026.

Change in Estimated Useful Lives of Property and Equipment

We periodically review the estimated useful lives of our property and equipment to ensure that depreciation is recorded over the expected periods of economic benefit.

At the beginning of fiscal 2027, we reviewed the estimated useful lives of certain asset categories, including mask sets, consigned testers, and IT equipment. Based on this review, including consideration of historical usage trends, the technological and physical obsolescence of such assets, and our assessment that these assets are expected to provide economic benefit over a longer period than previously estimated, we increased the estimated useful lives for these asset categories from 3 -5 years to 5 -7 years.

This change represents a change in accounting estimate and was applied prospectively beginning in the first quarter of fiscal 2027. The impact of this change was not material to our condensed consolidated financial statements for the three months ended September 2026 and is not expected to be material in future periods.

Accounting Pronouncements Not Yet Effective

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Disaggregation of Income Statement Expenses.” This guidance requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. This amendment is effective for our fiscal year ending June 2028 and our interim periods within the fiscal year ending June 2029. We are currently assessing the impact of this guidance on our disclosures.

3. Supplemental Financial Statement Information

Accounts receivable, net

Inventories

Property and equipment, net

Non-current other assets

Accrued liabilities

(1) Amounts include deferred revenue, price discounts and stock rotation rights.

(2) As of June 2026, other accrued liabilities include a$25.0 million license fee payable to a third party. No such amount was payable as of September 2026.

4. Net Loss Per Share

The computation of basic and diluted net loss per share was as follows:

Our net loss per share amounts for each period presented have been computed using the weighted average number of shares of common stock outstanding. Because we report net loss for each of the three months ended September 2026 and 2025, all potentially dilutive shares are excluded from the computation of diluted net loss per share as their inclusion would be anti-dilutive. We use the if-converted method for calculating any potential dilutive effect of our 2031 Notes. The anti-dilutive shares that were excluded from the computation of diluted net loss per share were 3.6 million and 4.4 million shares during the three months ended September 2026 and 2025, respectively.

5. Prepayment of Intangible Assets

During fiscal 2025, we entered into definitive asset purchase agreements with Broadcom Inc. ("Broadcom") to acquire certain assets and obtain non-exclusive licenses relating to Broadcom’s Wi-Fi Business in the IoT market for aggregate consideration of $200.3 million. As of September 2026, we have not receivedsix roadmap technology intangible assets, which are expected to be delivered at various dates through May 2028. Accordingly, the balance of $88.0 million, which represents the value of those technology intangible assets not yet received, is presented within Non-current other assets in our condensed consolidated balance sheets as of September 2026.

6. Cash and Cash Equivalents

The following table summarizes our cash and cash equivalents by category at September 2026 and June 2026:

7. Fair Value Measurements

At September 2026 and June 2026, financial assets measured at fair value on a recurring basis are summarized below:

The fair value of our Level 2 fixed income securities is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data. We did not have any financial assets requiring Level 1 or Level 3 measurement in the periods presented.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

We report our financial instruments at fair value with the exception of the Senior Notes and the 2031 Notes (or collectively with the Senior Notes, the "Notes," each as defined in Note 9. Debt and Revolving Credit Facility). The estimated fair value of the Notes was determined based on the trading prices of the Notes as of the last day of trading for the periods presented. We use Level 2 measurement criteria to determine the fair value of our Notes as they are not actively traded in markets.

The carrying amounts and estimated fair values of the Notes were as follows for the periods presented:

8. Goodwill and Acquired Intangibles, Net

Goodwill

Our goodwill balance was $872.3 million as of September 2026 and June 2026.

Acquired Intangibles, Net

The following table summarizes the net carrying amounts, excluding fully amortized intangible assets:

The following table presents details of amortization for the periods presented:

The following table presents the estimated future amortization expense associated with our finite-lived intangible assets as of September 2026:

9. Debt and Revolving Credit Facility

Our total debt outstanding consisted of the following:

2031 Convertible Senior Notes

On November 19, 2024, and November 26, 2024, we issued and sold $400.0 million and $50.0 million, respectively, in aggregate principal amounts of unsecured 0.75% Convertible Senior Notes due 2031 (“2031 Notes”) in a private placement.

During the fourth quarter of fiscal 2026, the last reported sale price per share of our common stock exceeded 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days of the calendar quarter, which caused the 2031 Notes to be convertible by the holders until September 30, 2026. As a result, the carrying value is classified as Current portion of debt in the accompanying condensed consolidated balance sheets as of September 2026 and June 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. There have been no 2031 Notes converted to shares of our common stock.

Contractual interest expense and amortization of debt issuance costs on the 2031 Notes were as follows:

2031 Capped Calls

In connection with the issuance of the 2031 Notes, we entered into privately negotiated capped call transactions (each, a “2031 Capped Call” and collectively, the “2031 Capped Calls”) with certain financial institutions. The 2031 Capped Calls have an initial strike price of $99.69, subject to certain adjustments, which corresponds to the initial conversion price of the 2031 Notes. The 2031 Capped Calls have an initial cap price of $150.48 per share, subject to certain adjustments. The 2031 Capped Calls are expected to partially offset the potential dilution to the company’s common stock upon any conversion of the 2031 Notes, with such offset subject to a cap based on the cap price. The 2031 Capped Calls cover, subject to anti-dilution adjustments, approximately 4.5 million shares of the company’s common stock. The 2031 Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting the company, including merger events, tender offers and announcement events. For accounting purposes, each 2031 Capped Call is treated as a separate transaction from, and not part of, the terms of the 2031 Notes. As these transactions meet certain accounting criteria, the

2031 Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The 2031 Capped Calls will not be remeasured as long as they continue to meet the conditions for equity classification.

Senior Notes

In March 2021, we issued $400.0 million in aggregate principal amount of senior notes due June 15, 2029 (“Senior Notes”).

Contractual interest expense and amortization of debt issuance costs on the Senior Notes were as follows:

Revolving Credit Facility

We have $350.0 million available under a revolving credit agreement, as amended (“Revolving Credit Facility”), with a maturity date to be the earlier of (i) November 21, 2029, and (ii) ninety-one (91) days prior to any maturity of the Senior Notes. Additionally, the Revolving Credit Facility provides a $25.0 million sublimit for letters of credit and a $25.0 million sublimit for swingline loans. As of September 2026, there was no balance outstanding under the Revolving Credit Facility.

The Revolving Credit Facility bears interest, at our election, at a Base Rate plus an Applicable Margin or Adjusted Term SOFR, as defined in the Revolving Credit Facility agreement. We are required to pay a commitment fee on any unused commitments which is determined on a leverage-based sliding scale ranging from 0.175% to 0.25% per annum. The unused commitment fees on the Revolving Credit Facility and amortization of issuance costs thereon were $0.2 million for each of the three months ended September 2026 and September 2025.

The Revolving Credit Facility contains various restrictive covenants, includingtwo financial covenants which limit the consolidated total net leverage ratio and the consolidated net interest coverage ratio. As of September 2026, we remain in compliance with the restrictive covenants.

Maturities

As of September 2026, principal maturities of our Notes were as follows:

10. Leases

As of September 2026 and June 2026, the components of leases are as follows:

Supplemental cash flow information related to leases is as follows:

As of September 2026, the weighted average remaining lease term was 5.29 years, and the weighted average discount rate was 5.22%.

For the three months ended September 2026 and September 2025, we recorded operating lease expense of $2.8 million and $3.1 million, respectively. Our short-term leases are immaterial, and we do not have finance leases.

Future minimum lease payments for the operating lease liabilities were as follows:

11. Indemnifications and Contingencies

Indemnifications

In connection with certain agreements, we are obligated to indemnify the counterparty against third party claims alleging infringement of certain intellectual property rights. We have received in the past, and may receive in the future, notices from third parties that claim our products infringe their intellectual property rights. We cannot be certain that our technologies and products do not, and will not, infringe issued patents or other proprietary rights of third parties. Any infringement claims, with or without merit, could result in significant litigation costs and diversion of management and financial resources, including the payment of damages, which could have a material adverse effect on our business, financial condition and results of operations. We accrue for liabilities arising from indemnifications when it is both probable that we will incur the loss and we can reasonably estimate the amount of the loss or range of loss.

We have also entered into indemnification agreements with our officers and directors. Maximum potential future payments under these agreements cannot be estimated because these agreements generally do not have a maximum stated liability. However, historical costs related to these indemnification provisions have not been significant.

Legal Proceedings

From time to time, we are subject to various claims and legal proceedings, either asserted or unasserted, that arise in the ordinary course of business. We accrue for loss contingencies when it is both probable that we will incur the loss and we can reasonably estimate the amount of the loss or range of loss. While we currently believe that resolving claims against us, individually or in the aggregate, will not have a material adverse impact on our business, financial condition or results of operations, these matters are subject to inherent uncertainties, and our view of these matters may change in the future.

12. Common Stock Share-Based Compensation

Stock Repurchase Program

We have a Board-approved stock repurchase program authorizing repurchases of up to $150.0 million of our common stock and $57.3 million remains available as of September 2026. This program does not have an expiration date; however, we will periodically review the authorization to assess its continued appropriateness in light of our capital allocation priorities and market conditions. The number of shares repurchased and the timing of repurchases depend on the level of our cash balances, general business and market conditions and other factors, including alternative investment opportunities. All repurchased shares are held as treasury stock.

We didnot repurchase any of our common stock during the three months ended September 2026. Following our June 25, 2026 announcement of the Merger, we suspended our share repurchase activity in accordance with the terms of the definitive agreement for the Merger; however, we may resume share repurchases in the future in accordance with the terms of the A&R Merger Agreement.

Share-Based Compensation

Share-based compensation recognized in our condensed consolidated statements of operations was as follows:

Share-Based Compensation Plan Activity

Restricted Stock Units (RSUs)

RSUs granted generally vest ratably overtwo tothree years from the vesting commencement date. RSU activity was as follows:

The unrecognized share-based compensation cost of our outstanding RSUs was approximately $216.5 million as of September 2026, which will be recognized over a weighted average period of approximately 2.02 years.

Market Stock Units (MSUs)

MSU activity was as follows:

The unrecognized share-based compensation cost of our outstanding MSUs was approximately $21.1 million as of September 2026, which will be recognized over a weighted average period of approximately 1.99 years.

Performance Stock Units (PSUs)

PSU activity was as follows:

The unrecognized share-based compensation cost of our outstanding PSUs was approximately $13.3 million as of September 2026, which will be recognized over a weighted average period of approximately 1.18 years.

Employee Stock Purchase Plan

There wereno employee stock purchase plan purchases during the three months ended September 2026.

13. Income Taxes

We account for income taxes under the asset and liability method. The provision for income taxes recorded in interim periods is based on our estimate of the annual effective tax rate applied to year-to-date income before provision for income taxes, adjusted for discrete items required to be recognized in the period in which they are incurred. In each quarter, we update our estimate of the annual effective tax rate, and if the estimated annual tax rate changes, we make a cumulative adjustment in that quarter. Our quarterly tax provision and our quarterly estimate of the annual effective tax rate can be subject to volatility due to several factors, including our ability to accurately forecast annual income before provision for income taxes in each of the tax jurisdictions in which we operate.

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, which represented estimated federal, foreign, and state income taxes. The effective tax rate for the three months ended September 2026 diverged from the combined U.S. federal and state statutory tax rate primarily due to the current-year increase in the U.S. valuation allowance, non-deductible share-based compensation and non-deductible officer compensation, partially offset by the benefit of research credits. The effective tax rate for the three months ended September 2025 diverged from the combined U.S. federal and state statutory tax rate primarily due to non-deductible share-based compensation and non-deductible officer compensation, partially offset by the benefit of research credits and foreign income taxed at lower rates.

We assess the realizability of our deferred tax assets at each reporting period by weighing all available positive and negative evidence, including our ability to carry back net operating losses to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. As of September 2026, we continued to maintain a full valuation allowance against our net U.S. federal deferred tax assets based on our conclusion that the realization of these assets was not more likely than not. The primary negative evidence was our cumulative adjusted U.S. federal taxable loss for the most recent three-year period. The other available positive evidence was not sufficient to overcome this negative evidence.

The total liability for gross unrecognized tax benefits related to uncertain tax positions increased $0.4 million during the three months ended September 2026, to $42.0 million, and was included in other long-term liabilities on our condensed consolidated balance sheets. If recognized, the total gross unrecognized tax benefits would reduce the effective tax rate on income from continuing operations. Accrued interest and penalties related to unrecognized tax benefits as of September 2026 were $4.3 million; this balance increased by $0.2 million compared to June 2026. We classify interest and penalties as components of income tax expense. Any prospective adjustments to our unrecognized tax benefits will be recorded as an increase or decrease to income tax expense and cause a corresponding change to our effective tax rate. Accordingly, our effective tax rate could fluctuate materially from period to period.

Our major tax jurisdictions are the United States, Hong Kong SAR, Japan, Israel and the United Kingdom. From fiscal 2018 onward, we remain subject to examination by one or more of these jurisdictions.

14. Revenue

The majority of our revenue is generated from product shipments to our customers. A summary of our product categories is as follows:

•Core IoT: Includes products for Wireless and Processor Solutions.

•Enterprise and Automotive: Includes products for PC Touch Pad and Fingerprint, Video Interface Solutions and Automotive Solutions.

•Mobile: Includes products for Touch Solutions for Mobile phone applications.

Disaggregation of revenue

Net revenue by product category was as follows:

Net revenue by geographic region, based on the billing location of our customers, for the periods presented was as follows:

Net revenue by customer whose revenue represented 10% or more of our total net revenue for the periods presented was as follows:

*Less than 10%

As of September 2026, two customers comprised a total of 26% of our accounts receivable, and two customers comprised a total of 24% of our accounts receivable as of June 2026.

Our contract liabilities are comprised of deferred revenue and primarily relate to our obligation to transfer goods, services or licenses of our IP to customers for which we have received consideration. Contract liabilities were $4.0 million and $1.7 million as of September 2026 and June 2026, respectively, and are presented as part of customer-related liabilities in accrued liabilities in the accompanying condensed consolidated balance sheets. During the three months ended September 2026 and September 2025, we recognized $0.6 million and $1.5 million, respectively, in revenue related to contract liabilities outstanding as of the beginning of such period.

15. Segment and Other Information

Segment reporting

We operate inone segment — the development, marketing and sale of semiconductor products used in electronic devices and products. This determination is based on the management approach, which designates internal information regularly available to the chief operating decision maker (“CODM”) for making decisions and assessing performance as the source of determination of our reportable segment. Our CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance.

The CODM uses consolidated net income (loss), as reported in our consolidated statements of operations, as the measure of profit or loss to allocate resources and assess performance. Financial forecasts and budget-to-actual results used by the CODM to assess performance and allocate resources, as well as those used for strategic decisions related to headcount and capital expenditures, are also reviewed on a consolidated basis. The CODM considers the impact of the significant segment expenses in the tables below when deciding whether to reinvest profits or pursue strategic mergers and acquisitions.

The measure of segment assets is reported on the consolidated balance sheet as total assets. The CODM does not review segment assets at a level other than that presented in the accompanying consolidated balance sheets.

The following table presents the calculation of segment net loss as follows:

(1) Adjusted cost of revenue is cost of revenue adjusted for intangible asset amortization and share-based compensation as follows:

(2) Adjusted operating expenses is operating expenses comprised of research and development and selling, general and administrative expenses adjusted for share-based compensation, intangible asset amortization, restructuring, and acquisition related costs as follows:

(3) Other segment expenses primarily include restructuring costs, acquisition-related costs, and non-cash interest expenses.

16. Restructuring Activities

We continuously evaluate our operations to reduce costs and increase profitability, increase operational efficiencies and gain synergies from our previous acquisitions and align our business in response to market conditions.

A summary of restructuring costs as presented in our condensed consolidated statements of operations is as follows:

The following table presents the beginning and ending restructuring liability balances for each restructuring action:

Fiscal 2027 Restructuring Plan

A restructuring plan was initiated during the first quarter of fiscal 2027 (“Fiscal 2027 Restructuring Plan”) to realign our resources with our core business and to reduce operating costs. Restructuring charges under this plan are mainly comprised of severance and one-time termination benefits. We expect this restructuring action to be substantially completed by the end of the second quarter of fiscal 2027.

Fiscal 2026 Restructuring Plan

A restructuring plan was initiated during the first quarter of fiscal 2026 (“Fiscal 2026 Restructuring Plan”) to streamline and optimize resources and to reduce operating costs. Restructuring charges under this plan are mainly comprised of severance and one-time termination benefits. We completed all actions under this restructuring plan in the second quarter of fiscal 2026.