SYNAPTICS Inc 10-K

ITEM 9A. CONTROLS AND PROCEDURES Conclusions Regarding Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, as of June 28, 2025, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective at the reasonable assurance level to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for our company. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 framework). Based on our evaluation under the COSO 2013 framework, our management concluded that our internal control over financial reporting was effective, at the reasonable assurance level, as of June 28, 2025. KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K, and as part of its audit has issued an attestation report, included herein, on our internal control over financial reporting, as of June 28, 2025. Changes in Internal Control Over Financial Reporting There have been no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors and instances of fraud, if any, within our company have been or will be prevented or detected. Further, internal controls may become inadequate as a result of changes in conditions or through the deterioration of the degree of compliance with policies or procedures. ITEM 9B. OTHER INFORMATION Trading Arrangements During the fiscal quarter ended June 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K). 67 Table of Contents ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 68 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item relating to our directors and corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders. The information required by this Item relating to our executive officers is included in Part I – Item 1 of this Annual Report on Form 10-K under the caption “Information About Our Executive Officers.” We have adopted a code of ethics that applies to our chief executive officer, chief financial officer, principal accounting officer and other senior accounting personnel. The “Code of Ethics for the CEO and Senior Financial Officers” is located on our website at www.synaptics.com in the Investor Relations section under Corporate Governance. We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding any amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address and location specified above. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the caption “Executive Compensation”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the captions “Beneficial Ownership of Certain Stockholders” and “Equity Compensation Plan Information”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the captions “Board Composition and Governance — Independent Directors” and “Certain Relationships and Related Transactions”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the captions “Ratification of Appointment of Independent Auditor” and “Audit and Non-Audit Fees”) to be filed pursuant to Regulation 14A of the Exchange Act for our 2025 Annual Meeting of Stockholders. 69 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES We have filed the following documents as part of this Form 10-K: 1. Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm ( KPMG LLP , Santa Clara, California , PCAOB Audit Firm ID: 185 ) 32 Consolidated Balance Sheets 35 Consolidated Statements of Operations 36 Consolidated Statements of Comprehensive Income 37 Consolidated Statements of Stockholders ’ Equity 38 Consolidated Statements of Cash Flows 39 Notes to Consolidated Financial Statements 40 2. Financial Statement Schedules All schedules have been omitted because the information is not required, is not applicable or is included in the Consolidated Financial Statements. 3. Exhibits Incorporated by Reference Exhibit Number Exhibit To Date Filed 3.1 Amended and Restated Certificate of Incorporation Quarterly Report on Form 8-K October 26, 2023 3.2 Certificate of Designation of Series A Junior Participating Preferred Stock Registration Statement on Form 8-A August 16, 2002 3.3 Fo ur th Ame n d e d a n d R e s t a t e d B y l a w s ( a m e n d e d a n d r e s t a t e d a s o f J u l y 29 , 2 0 25 ) Current Report on Form 8-K July 31, 2025 4.1 Form of Common Stock Certificate Annual Report on Form 10-K September 12, 2002 4.2 Description of Registrant’s Securities Annual Report on Form 10-K August 23, 2019 4.3 Indenture, dated as of March 11, 2021, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee Current Report on Form 8-K March 11, 2021 4.4 Form of 4.000% Senior Notes due 2029 (included in Exhibit 4.3). Current Report on Form 8-K March 11, 2021 4.5 Indenture, dated as of November 19, 2024, between Synaptics Incorporated and U.S. Bank Trust Company, National Association, as trustee Current Report on Form 8-K November 19, 2024 70 Table of Contents 4.6 Form of Certificate representing the 0.75% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.5) Current Report on Form 8-K November 29, 2024 10.1(a) Second Amended and Restated Credit Agreement, dated March 11, 2021, by and among Synaptics Incorporated, as borrower, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner, MUFG Union Bank, N.A. and BMO Capital Markets Corp., as joint lead arrangers, joint bookrunners and co-syndication agents Current Report on Form 8-K March 11, 2021 10.1(b) First Amendment and Lender Joinder Agreement, dated as of December 2, 2021, by and among Synaptics Incorporated, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent Current Report on Form 8-K December 2, 2021 10.1(c) Second Amendment, dated as of March 16, 2023, by and among Synaptics Incorporated, the Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent Current Report on Form 8-K March 17, 2023 10.1(d) Third Amendment, dated as of July 28, 2023, by and among Synaptics Incorporated, the Revolving Credit Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent Current Report on Form 8-K August 3, 2023 10.1(e) Fourth Amendment and Lender Joinder Agreement, dated as of November 21, 2024, by and among Synaptics Incorporated, Wells Fargo Bank, National Association, as Administrative Agent, and the revolving credit lenders party thereto Current Report on Form 8-K November 21, 2024 10.2(a)* Synaptics Incorporated 2019 Inducement Equity Plan Registration Statement on Form S-8 August 16, 2019 10.2(b)* Form of Restricted Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan Registration Statement on Form S-8 August 16, 2019 10.2(c)* Form of Market Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan Registration Statement on Form S-8 August 16, 2019 10.2(d)* Form of Performance Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan Registration Statement on Form S-8 August 16, 2019 10.2(e)* S ynaptics Incorporated 2025 Induceme nt Equity Plan Registration Statement on Form S-8 January 30, 2025 10.3(a)* 2019 Equity and Incentive Compensation Plan Registration Statement on Form S-8 November 1, 2019 71 Table of Contents 10.3(b)* Amended and Restated 2019 Equity and Incentive Compensation Plan Current Report on Form 8-K October 29, 2020 10.3(c)* Amended and Restated 2019 Equity and Incentive Compensation Plan Current Report on Form 8-K October 28, 2021 10.3(d)* Amended and Restated 2019 Equity and Incentive Compensation Plan Current Report on Form 8-K October 27, 2022 10.3(e)* Amended and Restated 2019 Equity and In c entive Compensation Plan Current Report on Form 8-K October 26, 2023 10.3(f)* Amended and Restated 2019 Equity and Incentive Compensation Plan Current Report on Form 8-K October 31, 2024 10.3(g)* Form of Restricted Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted before July 27, 2021) Registration Statement on Form S-8 November 1, 2019 10.3(h)* Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted before July 27, 2021) Registration Statement on Form S-8 November 1, 2019 10.3(i)* Form of Restricted Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted after July 27, 2021) Annual Report on Form 10-K August 23, 2021 10.3(j)* Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted after July 27, 2021) Annual Report on Form 10-K August 23, 2021 10.3(k)* Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan Quarterly Report on Form 10-Q November 5, 2020 10.3(l)* Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan Quarterly Report on Form 10-Q November 5, 2020 10.3(m)* Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan Annual Report on Form 10-K August 22, 2022 10.3(n)* Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan Annual Report on Form 10-K August 23, 2024 10.3(o)* Form of Retention Restricted Stock Unit Award Agreement under the Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan Current Report on Form 8-K April 18, 2025 10.3(p)* Form of Retention Restricted Stock Unit Award Agreement under the Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan Current Report on Form 8-K May 23, 2025 72 Table of Contents 10.4* 2019 Employee Stock Purchase Plan Registration Statement on Form S-8 November 1, 2019 10.5* Form of Change in Control and Severance Agreement Current Report on Form 8-K April 18, 2025 10.6* Form of Director and Officer Indemnification Agreement Current Report on Form 8-K May 17, 2016 10.7* Form of Indemnification Agreement (Directors) Current Report on Form 8-K April 18, 2025 10.8* Form of Indemnification Agreement (Officers ) Current Report on Form 8-K April 18, 2025 10.9* Employment Offer Letter, dated August 1, 2019 between the registrant and Michael Hurlston Quarterly Report on Form 10-Q November 17, 2019 10.10* Employment Offer Letter, dated May 10, 2024, between the registrant and Ken Rizvi Annual Report on Form 10-K August 23, 2024 10.11* Employment Offer Letter, dated Nov ember 22, 2023 between the registrant and Lisa Bodensteiner Quarterly Report on Form 10-Q February 8, 2024 10.12* Employment Offer Letter, dated December 16, 2022, between the registrant and Vikram Gupta Quarterly Report on Form 10-Q February 8, 2024 10.13* Employment offer letter dated October 24, 2019, between the registrant and Satish Ganesan Annual Report on Form 10-K August 23, 2024 10.14* Letter Agreement between Synaptics Incorporated and Ken Rizvi, dated March 10, 2025 Current Report on Form 8-K March 14, 2025 10.15* Letter Agreement between Synaptics Incorporated and Nelson Chan, dated March 10, 2025 Current Report on Form 8-K March 14, 2025 10.16* Offer Letter, dated May 19, 2025 by and between Rahul Patel and Synaptics Incorporated Current Report on Form 8-K May 21, 2025 10.17* Change in Control and Severance Agreement by and between Rahul Patel and Synaptics Incorporated Current Report on Form 8-K May 21, 2025 10.18 Form of Confirmation of Base Capped Call Transaction Current Report on Form 8-K November 19, 2024 10.19 Form of Confirmation for the Additional Capped Call Transactions Current Report on Form 8-K November 26, 2024 19 Synaptics Incorporated Insider Trading Policy Annual Report on Form 10-K August 23, 2024 21 List of Subsidiaries Annual Report on Form 10-K August 23, 2024 23.1 Consent of Independent Registered Public Accounting Firm Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) Filed herewith 73 Table of Contents 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) Filed herewith 32.1# Section 1350 Certification of Chief Executive Officer Furnished herewith 32.2# Section 1350 Certification of Chief Financial Officer Furnished herewith 97.1 Synaptics Compensation Recovery Policy, adopted as of October 23, 2023 Annual Report on Form 10-K August 23, 2024 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File -the Cover Page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document * Indicates a contract with management or compensatory plan or arrangement. # This certification is being furnished solely pursuant to 18 U.S.C. § 1350 and shall not be deemed filed by the company for purposes of Section 18 of the Exchange Act or incorporated by reference in any registration statement of the company filed under the Securities Act. ITEM 16. FORM 10-K SUMMARY Not applicable. 74 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SYNAPTICS INCORPORATED Date: August 21, 2025 By: /s/ Rahul Patel Rahul Patel President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Rahul Patel President and Chief Executive Officer, August 21, 2025 Rahul Patel and Director (Principal Executive Officer) / s / Ken Rizvi Senior Vice President and Chief Financial Officer August 21, 2025 Ken Rizvi (Principal Financial Officer) /s/ Esther Song Vice President and Corporate Controller August 21, 2025 Esther Song (Principal Accounting Officer) /s/ Nelson C. Chan Chair of the Board August 21, 2025 Nelson C. Chan /s/ Jeffrey D. Buchanan Director August 21, 2025 Jeffrey D. Buchanan /s/ Keith B. Geeslin Director August 21, 2025 Keith B. Geeslin /s/ Susan Hardman Director August 21, 2025 Susan Hardman /s/ Patricia Kummrow Director August 21, 2025 Patricia Kummrow /s/ Vivie Lee Director August 21, 2025 Vivie Lee /s/ James L. Whims Director August 21, 2025 James L. Whims 75