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Item 5. Market for Registrant’s Common Equity

2025-08-21 compared with 2024-08-23 · 43 added, 16 removed, 11 unchanged (84% of the section changed)

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED ST OCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information on Common Stock

4 unchanged sentences

We have never declared or paid cash dividends on our common stock.

We currently plan to retain all earnings to finance the growth of our business, make our debt payments, or purchase shares under our common stock repurchase program.

We currently plan to retain all earnings to finance the growth of our business, make debt payments or purchase shares under our common stock repurchase program.

Payments of any cash dividends in the future will depend on our financial condition, operating results and capital requirements as well as other factors deemed relevant by our Board of Directors.

Our Credit Agreement and the indenture governing our Senior Notes also place restrictions on the payment of any dividends.

For a further description of the terms of the Credit Agreement and our Senior Notes indenture, see Note 8.

Debt to the consolidated financial statements contained elsewhere in this report.

Stock-Based Compensation

For information on securities authorized for issuance under our equity compensation plans, see Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

For a further description of the terms of the Credit Agreement and our Senior Notes indenture, see “Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 8.

Debt and Revolving Credit Facility.”

Issuer Purchases of Equity Securities

From April 2005 through April 2023, our Board of Directors cumulatively authorized the repurchase of up to $2.3 billion for our common stock under our stock repurchase program, which expires in July 2025.

As of the end of fiscal 2024, the remaining amount authorized for repurchase under our stock repurchase program was $893.9 million.

During the three-month period ended June 29, 2024, there were no repurchases under the stock repurchase program.

Performance Graph

The following line graph compares cumulative total stockholder returns for the five years ended June 29, 2024 for (i) our common stock, (ii) the Nasdaq Composite Index and (iii) the Russell 2000 Index.

During fiscal year 2025, we conducted repurchases under our previously authorized stock repurchase programs.

The most recent of these programs expired in July 2025.

As a result, on August 5, 2025, our Board of Directors authorized a new stock repurchase program to repurchase up to $150 million of our common stock.

This program does not have an expiration date;

however, the Board will periodically review the authorization to assess its continued appropriateness in light of the Company’s capital allocation priorities and market conditions.

Repurchases may be made in the open market or through privately negotiated transactions and are intended to comply with Rule 10b‑18 under the Exchange Act.

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.

During the three-month period ended June 28, 2025, repurchases under the previously authorized stock repurchase programs were as follows:

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of shares that May Yet Be Purchased Under the Plans or Programs (1)

March 30, 2025 - April 26, 2025 319,783 49.91 319,783 $ 765,642,720

April 27, 2025 - May 24, 2025 — — — $ 765,642,720

May 25, 2025 - June 28, 2025 — — — $ 765,642,720

Total 319,783

(1) The most recent of the stock repurchase program expired in July 2025.

On August 5, 2025, the Board of Directors authorized a new stock repurchase program to repurchase up to $150.0 million of our common stock.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 13.

Stockholders’ Equity.”

Table o f Con tents

Share Performance Graph

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section.

The performance graph will not be deemed incorporated by reference into any filing of our company under the Exchange Act or the Securities Act.

In fiscal 2025, the Philadelphia Semiconductor Sector Index (“PHLX”) was selected as the most appropriate comparator index for the Company based on the characteristics of its constituents.

This will be the last year that we present the Nasdaq Composite Index in the performance graph.

We operate on a 52 or 53-week fiscal year which ends on the last Saturday in June.

Accordingly, the last day of our fiscal year varies.

For consistent presentation and comparison to the industry indices shown herein, we have calculated our stock performance graph assuming a June 30 year end.

The following graph shows a five-year comparison of cumulative total return on our common stock, the Philadelphia Semiconductor Sector Index, Nasdaq Composite Index and the Russell 2000 Index from June 30, 2020 through June 30, 2025.

The graph assumes an investment of $100 on June 30, 2020.

The calculations of cumulative stockholder return on the Nasdaq Composite Index and the Russell 2000 Index include reinvestment of dividends.

The calculation of cumulative stockholder return on our common stock does not include reinvestment of dividends because we did not pay any dividends during the measurement period.

The calculations of cumulative stockholder return on the Nasdaq Composite Index, the Russell 2000 Index and the PHLX Semiconductor Sector Index include the assumed reinvestment of any dividends.

The calculation of cumulative stockholder return on our common stock does not include the assumed reinvestment of dividends because we did not pay any dividends during the measurement period.

The historical performance shown is not necessarily indicative of future performance.

The performance graph above shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.

The performance graph above will not be deemed incorporated by reference into any filing of our company under the Exchange Act or the Securities Act.

The performance was plotted using the following data:

Fiscal Years Ended

Company/Index 2020 2021 2022 2023 2024 2025

Synaptics Incorporated $100 $259 $196 $142 $147 $108

PHLX Semiconductor

$100 $168 $128 $184 $274 $278

NASDAQ Composite Index $100 $144 $110 $137 $176 $203

Russell 2000 Index $100 $160 $119 $131 $142 $151

Table o f Con tents

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity