What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-08-10 compared with 2025-08-21 · 350 added, 304 removed, 818 unchanged (44% of the section changed)

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Stockholders’ Equity

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Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

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Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Synaptics Incorporated and subsidiaries (the Company) as of June 28, 2025 and June 29, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three fiscal year period ended June 28, 2025, and the related notes (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of Synaptics Incorporated and subsidiaries (the Company) as of June 27, 2026 and June 28, 2025, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended June 27, 2026, and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of June 27, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 28, 2025 and June 29, 2024, and the results of its operations and its cash flows for each of the years in the three fiscal year period ended June 28, 2025, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 27, 2026 and June 28, 2025, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended June 27, 2026, in conformity with U.S.

generally accepted accounting principles.

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and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of inventories

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For a sample of inventory items, we recalculated the required write-downs and compared this to the recorded amounts.

Evaluation of the fair value of certain assets acquired in a business combination

As discussed in Notes 2 and 4 to the consolidated financial statements, the Company consummated a business combination for total consideration of $247.9 million during the year ended June 28, 2025.

In connection with this business combination, the Company allocated the total estimated purchase consideration to the tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values.

The Company recorded various assets, which included developed technologies, roadmap technologies, and customer contract and related relationships with acquisition-date fair values of $24.5 million, $96.8 million and $27.9 million, respectively.

We identified the evaluation of the fair values allocated to developed technologies, roadmap technologies, and customer contract and related relationships as a critical audit matter.

As a risk assessment procedure to determine the key assumptions used to determine the fair value of these acquired assets, we performed sensitivity analyses over certain assumptions, individually and in the aggregate, which required a high degree of auditor judgment.

Due to the measurement uncertainty associated with certain key assumptions, specialized skills and knowledge were required in the evaluation of the forecasted revenue and royalty rate assumptions for the developed technologies and roadmap technologies assets and the forecasted revenue assumption for the customer contract and related relationship asset.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation processes, including controls related to the development of the key assumptions.

We evaluated the reasonableness of the Company’s

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forecasted revenue assumptions by comparing to historical actual results of the acquired assets and certain peer and market participant data.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

• evaluating certain peer group and market participant data used in the assessment of forecasted revenue by assessing the appropriateness of the guideline comparable companies and market participant data obtained by management.

• assessing the reasonableness of royalty rate by comparing to observable market royalty rates and evaluating the nature of the technologies acquired.

We have served as the Company’s auditor since 2003.

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August 10, 2026

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SYNAPTICS INCORPORATED AND SUBSIDIARIES

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$ 0.001 par value;

120,000,000 shares authorized, 70,611,845 and 69,683,991 shares issued, 38,642,761 and 39,567,552 shares outstanding, at June 2025 and June 2024, respectively

120,000,000 shares authorized;

72,350,090 and 70,611,845 shares issued, 39,062,676 and 38,642,761 shares outstanding, at June 2026 and June 2025, respectively

Additional paid-in capital 1,329.9 1,211.8

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See accompanying notes to consolidated financial statements.

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SYNAPTICS INCORPORATED AND SUBSIDIARIES

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Total operating expenses 602.5 574.5 541.4

Operating (loss)/income ( 94.1 ) ( 101.6 ) 154.3

Interest and other income 26.9 42.3 27.2

Operating loss ( 67.1 ) ( 94.1 ) ( 101.6 )

Interest and other income, net 11.1 26.9 42.3

Interest expense ( 23.4 ) ( 39.8 ) ( 65.3 )

Loss on early extinguishment of debt — ( 6.5 ) —

(Loss)/income before provision for income taxes ( 113.5 ) ( 124.6 ) 126.0

(Benefit)/provision for income taxes ( 65.7 ) ( 250.2 ) 52.4

Loss before provision (benefit) for income taxes ( 79.4 ) ( 113.5 ) ( 124.6 )

Provision (benefit) for income taxes 411.4 ( 65.7 ) ( 250.2 )

Net (loss) income $ ( 490.8 ) $ ( 47.8 ) $ 125.6

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See accompanying notes to consolidated financial statements.

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SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions)

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Unrealized gain on available-for-sale-securities — — 0.2

Reclassification adjustments for (gains)/losses included in net income/(loss) — ( 0.2 ) 1.2

Other comprehensive income — — 1.8

Reclassification adjustments for gains included in net (loss) income — — ( 0.2 )

Other comprehensive (loss) income — — —

Comprehensive (loss) income $ ( 490.8 ) $ ( 47.8 ) $ 125.6

See accompanying notes to consolidated financial statements.

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SYNAPTICS INCORPORATED AND SUBSIDIARIES

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Treasury Stock

Comprehensive

Retained Earnings Total Stockholders’

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Net income — — — — 125.6 125.6

Other comprehensive income — — — — 1.8 — 1.8

Issuance of common stock for share-based award compensation plans 996,480 — 15.9 — — 15.9

Payroll taxes related to net share settlement of share-based awards — — ( 36.9 ) — — ( 36.9 )

Common stock repurchased — — — ( 183.5 ) — — ( 183.5 )

Share-based compensation — — 118.8 — — 118.8

Balance at June 2024 69,683,991 0.1 1,107.0 ( 878.0 ) 1,237.7 1,466.8

Net income — — — — — 125.6 125.6

Net loss — — — — ( 47.8 ) ( 47.8 )

Issuance of common stock for share-based award compensation plans 927,854 — 13.9 — — 13.9

Payroll taxes related to net share settlement of share-based awards — — ( 19.6 ) — — ( 19.6 )

Purchase of capped calls related to the 2031 convertible senior notes — — ( 49.9 ) — — ( 49.9 )

Common stock repurchased — — — ( 128.9 ) — ( 128.9 )

Share-based compensation attributable to acquisition — — 47.6 — — 47.6

Share-based compensation — — 112.8 — — 112.8

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Payroll taxes related to net share settlement of share-based awards — — ( 48.4 ) — — ( 48.4 )

Purchase of capped calls related to the 2031 convertible senior notes — — ( 49.9 ) — — — ( 49.9 )

Common stock repurchased — — — ( 92.7 ) — ( 92.7 )

Share-based compensation attributable to acquisition — — 47.6 — — — 47.6

Share-based compensation — — 149.3 — — 149.3

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See accompanying notes to consolidated financial statements.

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SYNAPTICS INCORPORATED AND SUBSIDIARIES

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Depreciation 30.8 28.9 27.6

Acquired intangible assets amortization 114.2 81.6 130.4

Acquired intangibles amortization 119.0 114.2 81.6

Deferred taxes 403.8 ( 75.4 ) ( 288.8 )

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Proceeds from maturities of investments 61.0 — 26.5

Proceeds from sale of investments — — 22.2

Purchases of short-term investments — ( 61.0 ) ( 16.6 )

Purchases of property and equipment ( 48.0 ) ( 25.8 ) ( 33.8 )

Purchase of intangible assets ( 10.0 ) ( 13.5 ) —

Other — — 0.1

Net cash used by investing activities ( 297.9 ) ( 157.7 ) ( 6.0 )

Purchases of intangible assets — ( 10.0 ) ( 13.5 )

Net cash provided by (used in) investing activities 13.0 ( 297.9 ) ( 157.7 )

Cash flows from financing activities

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Repurchases of common stock, exclusive of excise taxes ( 92.7 ) ( 128.3 ) —

Return of deposit from vendor 14.0 — —

Repayment of debt — ( 583.5 ) ( 7.5 )

Other ( 1.6 ) 0.9 3.4

Net cash used by financing activities ( 331.4 ) ( 25.1 ) ( 221.3 )

Net cash used in financing activities ( 111.5 ) ( 331.4 ) ( 25.1 )

Effect of exchange rate changes on cash and cash equivalents 0.1 1.9 ( 0.9 )

Net (decrease)/increase in cash and cash equivalents ( 485.4 ) ( 47.8 ) 100.7

Net increase / (decrease) in cash and cash equivalents 51.0 ( 485.4 ) ( 47.8 )

Cash and cash equivalents, beginning of period 391.5 876.9 924.7

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See accompanying notes to consolidated financial statements.

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SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts in millions, except share and per share amounts)

(all tabular amounts in millions, except per share amounts)

Description of Business

We are a leading worldwide developer and fabless supplier of premium mixed signal semiconductor solutions that enable people to engage with connected devices and data, creating exceptional experiences throughout the home, at work, in the car and on the go.

We provide our customers with sensing, processing and connecting solutions, which represent the three foundational elements of the Internet of Things (“IoT”).

We supply connectivity, sensors and AI-enhanced processor solutions to original equipment manufacturers (“OEMs”) that design IoT products and devices for automobiles, enterprise workspace devices, virtual reality, smartphones, tablets and notebook computers.

We design and deliver 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 June 25, 2026, we entered into an Agreement and Plan of Reorganization (the “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”).

Subject to the terms and conditions set forth in the Merger Agreement, including the approval of a proposal to approve the Merger and the Merger Agreement at a special meeting of Synaptics stockholders, at the effective time of the Merger (the “Effective Time”), by virtue of the Merger, each share of Synaptics common stock outstanding immediately prior to the Effective Time, subject to limited exceptions in the Merger Agreement, shall be converted into the right to receive 1.350 validly issued, fully paid and non-assessable shares of onsemi common stock, par value $ 0.01 per share (“onsemi common stock”) (such number of shares of onsemi common stock per share of Synaptics common stock, the “Exchange Ratio”, and such consideration, the “Merger Consideration”).

No fractional shares of onsemi common stock will be issued in connection with the Merger.

Instead, any Synaptics stockholder who would otherwise be entitled to receive a fractional share of onsemi common stock will instead receive a cash payment (without interest) equal to such fraction multiplied by the “Average Parent Stock Price,” which is defined in the Merger Agreement as the average of the volume-weighted average trading prices per share of onsemi common stock on the Nasdaq Global Select Market on each of the five consecutive trading days ending on (and including) the trading day that is three trading days prior to the closing date (as reported by Bloomberg L.P.

or another authoritative source mutually selected by the parties).

The transaction is expected to close in mid-2027, subject to customary closing conditions, including approval by Synaptics stockholders and the receipt of required regulatory approvals.

Basis of Presentation and Significant Accounting Policies

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Intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to prior period amounts to conform to current period presentation.

Use of Estimates

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Actual results may differ from these estimates under different assumptions or conditions.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Cash Equivalents

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Investments with an original maturity of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term based on management’s intent and ability to use the funds in current operations.

Unrealized gains and losses are reported as a component of other comprehensive income (loss).

Realized gains and losses are determined based on the specific identification method and are reflected as interest and other income in the accompany consolidated statements of operations.

Unrealized gains and losses are reported as a component of other comprehensive (loss) income.

Realized gains and losses are determined based on the specific identification method and are reflected as interest and other income in the accompanying consolidated statements of operations.

We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment.

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Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The carrying amounts reported in the accompanying consolidated financial statements approximate the fair value for cash, accounts receivable, accounts payable and accrued liabilities due to their short-term nature.

Intangible assets, property and equipment and goodwill are measured at fair value on a non-recurring basis if impairment is indicated.

The interest rate on our term loan is variable, which is subject to change from time-to-time to reflect a market interest rate.

The interest rate on our revolving credit facility is variable, which is subject to change from time-to-time to reflect a market interest rate;

however, no balance was outstanding under the revolving credit facility during fiscal 2026.

Fair Value Measurements.”

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Our accrual for estimated returns is based on historical return rates and recorded as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory expected to be returned.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Intellectual property licensing arrangements

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Our cost of revenue includes the cost of products shipped to customers, which primarily includes the cost of products built to our specifications by our contract manufacturers, the cost of silicon wafers supplied by independent semiconductor wafer manufacturers and the related assembly, package and test costs of our products.

Also included in our cost of revenue

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

are personnel and related costs, including share-based compensation for quality assurance and manufacturing support personnel;

Also included in our cost of revenue are personnel and related costs, including share-based compensation for manufacturing support personnel;

logistics costs;

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Inventories are stated at the lower of cost (first-in, first-out method) and net realizable value.

The carrying value of our inventories is reduced for any difference between costs and estimated net realizable value of total inventory that is determined to be excess, obsolete or unsellable inventory based on forecast of future demand and market conditions.

Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period.

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We measure and record non-monetary balance sheet accounts at the historical rate in effect at the date of transaction.

The effects of foreign currency remeasurement are reported in reported in current results of operations.

The effects of foreign currency remeasurement are reported in current results of operations.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Goodwill represents the excess of the purchase price of an acquired business over the identifiable assets acquired and liabilities assumed.

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In such cases, we measure recoverability of assets to be held and used by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the use and eventual disposition of the asset.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We review the carrying value of indefinite-lived intangible assets for impairment at least annually during the fourth quarter of our fiscal year or more frequently if indicators of impairment exist.

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Operating lease ROU assets also include any initial direct costs and prepayments less lease incentives.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

As our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date, including lease term, in determining the present value of lease payments.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that such option will be exercised.

As our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available as of the lease commencement date, including lease term, in determining the present value of lease payments.

Lease expense for these leases is recognized on a straight-line basis over the lease term.

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For awards with market-based performance conditions, we employ a Monte Carlo simulation valuation method to calculate the fair value of the awards based on the most likely outcome.

We estimate the grant-date fair value of stock to be issued under our Employee Stock Purchase plan (“ESPP”) using the Black-Scholes model.

We estimate the grant-date fair

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

value of stock to be issued under our 2019 Employee Stock Purchase Plan, as amended and restated (“ESPP”), using the Black-Scholes model.

Compensation expense is recognized over the vesting period of the applicable award using the straight-line method, except for awards with market conditions, which are recognized ratably for each vesting tranche from the service inception date to the end of the requisite service period.

Compensation cost for performance-based awards is recognized when it becomes probable that the performance conditions will be met.

Compensation cost for performance-based awards is recognized over the requisite service period based on the grant-date fair value of the awards when it becomes probable that the performance conditions will be met.

The Company reassesses the probability of achieving the performance condition at each reporting date and adjusts compensation expense as necessary.

Forfeitures are recorded when they occur and previously recognized compensation expense is reversed for the portion of awards forfeited prior to the vesting date.

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Products are tested against specified functionality requirements prior to delivery, but we nevertheless from time to time experience claims under our warranty guarantees.

These standard warranties are assurance type warranties and do not offer any services in addition to the

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

assurance that the product will continue working as specified.

These standard warranties are assurance type warranties and do not offer any services in addition to the assurance that the product will continue working as specified.

Therefore, warranties are not considered separate performance obligations in the arrangement.

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We allocate the fair value of purchase consideration to the assets acquired and liabilities assumed based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Any excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

When determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets.

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Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed.

Any adjustments from change in facts and circumstances that existed as of the acquisition date and that impact our preliminary estimates are recorded to goodwill if identified within the measurement period.

Any adjustments from change in facts and circumstances that existed

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

as of the acquisition date and that impact our preliminary estimates are recorded to goodwill if identified within the measurement period.

Any adjustments subsequent to the measurement period or our final determination of fair value of assets and liabilities are reported in current results of operations.

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Accounting Pronouncements Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, “Segment Reporting:

Improvements to Reportable Segment Disclosures.” We adopted this standard in the fourth quarter of fiscal 2025.

See “Note 18.

Segment and Other Information.”

Accounting Pronouncements Issued But Not Yet Adopted

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, “Income Taxes:

Improvements to Income Tax Disclosures.” This ASU requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction.

This ASU is effective for our fiscal year 2026.

We are currently assessing the impact of this guidance on our disclosures.

We adopted this standard on a prospective basis in the fourth quarter of fiscal 2026.

See “Note 16.

Income Taxes.”

Accounting Pronouncements Issued But Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” This ASU requires companies to disclose additional information about specific expense categories in the notes to financial statements.

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$ 156.4 $ 139.5

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Property and equipment

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Capitalized software 3 - 7 years

Construction in progress Up to 5 years

Construction in progress

Accumulated depreciation and amortization ( 152.2 ) ( 139.3 )

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$ 161.8 $ 217.1

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Accrued liabilities

Customer-related liabilities (1) $ 67.2 $ 58.2

Customer rebate liabilities $ 32.4 $ 46.4

Other customer-related obligations (1) 6.8 20.8

Accrued compensation and benefits 65.1 58.9

Income taxes payable 0.9 42.2

Other (2) 74.8 46.3

$ 179.1 $ 172.4

(1) Primarily relates to customer rebates, but also includes deferred revenue, price discounts and stock rotation rights.

(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 June 2025.

Business Combinations and Asset Acquisitions

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On January 19, 2025, we entered into definitive asset purchase agreements with Broadcom to acquire certain assets, and obtain non-exclusive licenses relating to, Broadcom’s Wi-Fi Business in the IoT market for an aggregate consideration of $ 200.3 million in cash, which closed on January 30, 2025 (“Closing Date”).

These assets include non-exclusive licenses to three developed technology products, property and equipment and right to obtain license of eight roadmap technology intangible assets expected to be delivered at various dates through September 2027.

These assets include non-exclusive licenses to three developed technology products, property and equipment and the right to obtain licenses for eight roadmap technology intangible assets (“roadmap IP”) expected to be delivered at various dates through May 2028.

We also entered into transition agreements with Broadcom, under which both parties will provide one another with certain transition services (including one year inventory supply agreement in which Broadcom will facilitate Synaptics to place purchase orders with respective suppliers) following the Closing Date.

We acquired these set of assets from Broadcom in order to solidify our leadership position for end-to-end AI IoT connectivity.

We acquired these assets from Broadcom in order to solidify our leadership position for end-to-end AI IoT connectivity.

The acquisition has been accounted for using the purchase method of accounting in accordance with the business acquisition guidance.

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The excess of the purchase consideration over the identifiable intangible assets acquired and long-term assets was recorded as goodwill.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Measurement period adjustments recognized in the three months ended June 2025 related primarily to updated estimated fair values for property and equipment acquired and corresponding consideration.

A reconciliation of preliminary total consideration as of March 2025 and total consideration as of June 2025 is presented below:

Previously reported as of March 2025 Purchase Price Allocation Measurement Period Adjustment As Adjusted

Cash $ 198.0 $ 2.3 $ 200.3

Adjustments to consideration transferred 47.6 — 47.6

Total purchase consideration $ 245.6 $ 2.3 $ 247.9

Under the terms of the asset purchase agreement, we provided replacement equity compensation awards to the transferred employees.

We determined $ 47.6 million of value related to these arrangements should be included as consideration transferred.

The following table summarizes the amounts recorded for the estimated fair values of the assets acquired and liabilities assumed as of the Closing Date before and after the measurement period adjustment:

Previously reported as of March 2025 Purchase Price Allocation Measurement Period Adjustment As Adjusted

Long-term assets for product roadmap intellectual properties $ 96.8 $ — $ 96.8

The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their relative fair values after the measurement period adjustment was as follows:

Final as Adjusted

Long-term assets for product roadmap IP $ 96.8

Acquired intangible assets 85.2

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Net assets acquired $ 247.9

We estimated the fair value of the identified intangible assets and long-term assets for roadmap IPs using a discounted cash flow model, estimates of future revenues and costs, discount and royalty rates for each of the underlying identified assets, except for in process research and development (“IPR&D”), which was estimated using replacement cost method.

We estimated the fair value of the identified intangible assets and long-term assets for roadmap IP using a discounted cash flow model, estimates of future revenues and costs, discount and royalty rates for each of the underlying identified assets, except for IPR&D, which was estimated using replacement cost method.

These fair value measurements were based on significant inputs not observable in the market and thus represented a Level 3 measurement.

Key assumptions included the level and timing of expected future cash flows, conditions and demands specific to each asset over its remaining useful life and discount rates we believe to be consistent with the inherent risks associated with each type of asset, which ranges from 5.8 % - 10.5 %.

The fair value of these assets is primarily affected by the projected revenue, gross margins, operating expenses, the expected technological obsolescence, probability of securing future customer contracts for next generation devices and the anticipated timing of the projected income associated with each asset coupled with the discount rates used to derive their estimated present values.

We believe the level and timing of expected future cash flows appropriately reflects market participant assumptions.

Long-term assets for roadmap IPs represent a prepayment for eight technology products to be received in the future.

This prepayment is classified under non-current other assets in the accompanying consolidated balance sheets.

Upon obtaining control of the developed technologies, the amounts recorded will be reclassified as intangible assets based on their respective fair values determined as of the Closing Date.

The following table summarizes the estimate of the intangible assets as of the Closing Date:

The fair value of these assets is primarily affected by the projected revenue, gross margins, operating

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Estimated Weighted Average Useful Lives in Years Estimated Fair Value

(all tabular amounts in millions, except per share amounts)

expenses, the expected technological obsolescence, probability of securing future customer contracts for next generation devices and the anticipated timing of the projected income associated with each asset coupled with the discount rates used to derive their estimated present values.

We believe the level and timing of expected future cash flows appropriately reflects market participant assumptions.

Long-term assets for product roadmap IP represent a prepayment for technology products to be received in the future.

This prepayment was classified under non-current other assets in the accompanying consolidated balance sheets.

Upon obtaining control of the developed technologies, the amounts recorded are reclassified as intangible assets based on their respective fair values determined as of the Closing Date.

As of June 2026, the balance of $ 88.0 million, which represents the fair value of those technology intangible assets not yet received, is presented within other long-term assets in the accompanying consolidated balance sheets.

We expect these assets to be delivered at various dates through May 2028.

The following table summarizes the fair value of the intangible assets as of the Closing Date:

Estimated Weighted Average Useful Lives in Years Fair Value

Developed technology 3.0 $ 24.5

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Estimated fair value of acquired intangibles $ 85.2

The value of goodwill of $ 52.3 million reflects the anticipated synergies of the expected benefits from future generations of acquired IP and workforce of the transferred assets as of the Closing Date.

As of June 2025, approximately $ 16.0 million of the goodwill is expected to be deductible for income tax purposes.

The consolidated financial statements include approximately $ 47.7 million of revenue from the Closing Date through June 2025.

It is impracticable to determine the effect on net income attributable to the acquisition as we had integrated a substantial portion of the acquisition into our ongoing operations at the close.

We determined it is impractical to include pro forma information given the difficulty in obtaining the historical financial information for the acquisition as the business was part of Broadcom and did not have discrete financial information prior to the acquisition.

Inclusion of such information would require us to make estimates and assumptions regarding the acquired business historical financial results that we believe may ultimately prove inaccurate.

Fiscal Year 2024 Asset Acquisition

During the first quarter of fiscal 2024, we entered into an amendment to our wireless license agreement with Broadcom to license four developed technology products and to extend the exclusivity period of certain developed technologies that were previously licensed from Broadcom in July 2020 for an aggregate consideration of $ 130.0 million.

As of June 2025, we have obtained control of three of the four technology products and the three-year extension period to exclusively license previously acquired developed technology intangible assets.

Accordingly, the relative fair value of $ 87.5 million for those technology products is presented as acquired intangible assets in the accompanying consolidated balance sheets.

The fair value of the remaining technology product of $ 42.5 million, for which we have not yet obtained control, is an advance payment on intangible assets and is presented within other long-term assets in the accompanying consolidated balance sheets.

The value of goodwill of $ 52.3 million reflects the anticipated synergies of the expected benefits from future generations of acquired intellectual property and workforce of the transferred assets as of the Closing Date.

As of June 2026, approximately $ 16.0 million of this goodwill is expected to be deductible for income tax purposes.

Cash, Cash Equivalents and Short-Term Investments

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Certificates of deposit $ — $ — $ — $ 61.0 $ — $ 61.0

As of June 2025, all of our short-term investments mature within one year.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Fair Value Measurements

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value assumes that a transaction to sell an asset or transfer a liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

based on the assumptions that market participants would use in pricing the asset or liability.

The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement.

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• Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.

Our Level 1 financial instruments are traded in active markets and the fair value is based on quoted market prices for identical instruments.

Our Level 1 financial instruments are traded in active markets and for which the fair value is based on quoted market prices for identical instruments.

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.

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The above table excludes $ 390.7 million and $ 360.7 million of cash held in bank accounts at the end of June 2026 and 2025 , respectively.

We did not have any financial instruments measured at fair value on a recurring basis within Level 3 fair value during fiscal 2025 and 2024 and there were no transfers in or out of our Level 1 or 2 assets during the same periods.

We did not have any financial instruments measured at fair value on a recurring basis within Level 1 or Level 3 fair value during fiscal 2026, and within Level 3 fair value during fiscal 2025.

There were no transfers in or out of our Level 1, 2, or 3 assets during the same periods.

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 Term Loan.

We report our financial instruments at fair value with the exception of the Senior Notes and 2031 Notes.

Debt and Revolving Credit Facility.” The estimated fair value of the Senior Notes was determined based on the trading price of the notes as of the last day of trading for the period.

We consider the fair value of these notes to be a Level 2 measurement as they are not traded in active markets.

The carrying amounts and estimated fair values of the Senior Notes and Term Debt were as follows:

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The carrying amounts and estimated fair values of the Senior Notes and 2031 Notes were as follows:

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

Senior Notes due 2029 $ 397.0 $ 373.2 $ 396.3 $ 359.6

Term Loan Facility due 2028 — — 576.6 577.0

Convertible Senior Notes due 2031 437.8 415.7 — —

Senior Notes $ 397.7 $ 382.8 $ 397.0 $ 373.2

2031 Notes 439.6 658.0 437.8 415.7

$ 837.3 $ 1,040.8 $ 834.8 $ 788.9

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Goodwill and Acquired Intangible Assets

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Amortization Net Carrying

Finite-lived assets:

Audio and video technology 5.6 $ 231.9 $ ( 214.8 ) $ 17.1 $ 231.9 $ ( 198.4 ) $ 33.5

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Other 2.4 41.9 ( 40.5 ) 1.4 52.1 ( 34.0 ) 18.1

IPR&D Not applicable 6.8 — 6.8 — — —

4.9 $ 882.8 $ ( 620.6 ) $ 262.2 $ 794.7 $ ( 506.3 ) $ 288.4

Total finite-lived assets 917.1 ( 729.3 ) 187.8 876.0 ( 620.6 ) 255.4

Indefinite-lived assets:

In-process research and development Not applicable — — — 6.8 — 6.8

Total intangible assets $ 917.1 $ ( 729.3 ) $ 187.8 $ 882.8 $ ( 620.6 ) $ 262.2

Amortization expense is calculated using the straight-line method over the estimated useful lives of the acquired intangibles.

IPR&D will be accounted for as an indefinite-lived intangible asset and will not be amortized until the underlying project reaches technological feasibility and commercial production, at which point the IPR&D will be amortized over the estimated useful life.

Useful lives for these IPR&D projects are expected to range between 3 to 10 years.

In the event the IPR&D is abandoned, the related assets will be written off.

The total amortization expense for acquired intangible assets was $ 119.0 million in fiscal 2026, $ 114.2 million in fiscal 2025 and $ 81.6 million in fiscal 2024.

This amortization expense was included in the accompanying consolidated statements of operations as acquired intangibles amortization and cost of revenue.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Expected annual aggregate amortization expense in future fiscal years are as follows:

Thereafter 6.1

To be determined 6.8

Future amortization $ 187.8

Impairment of indefinite-lived intangible assets

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

IPR&D is accounted for as an indefinite-lived intangible asset and is not amortized until the underlying project reaches technological feasibility and commercial production, at which point the IPR&D is amortized over the estimated useful life.

In the event the IPR&D is abandoned, the related assets are written off.

Impairment of intangible assets

During fiscal 2026, we recorded an indefinite-lived intangible asset impairment charge of $ 6.8 million for IPR&D, which related to Ultra-Wideband (“UWB”) IP technology we acquired from Broadcom in fiscal 2025.

The impairment charge represented the carrying value of the UWB IPR&D asset, reducing the asset’s carrying value to zero.

The impairment charge was recorded as a result of our decision to cease development and commercialization activities for the UWB IP technology, the absence of alternative uses for the acquired UWB IP technology, and management’s conclusion that no further development or investment is planned for this project.

The impairment charge was presented as an operating expense in our consolidated statement of operations.

During fiscal 2025, we recorded an intangible asset impairment charge of $ 13.8 million related to a license of certain technology we acquired in fiscal 2024.

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Net Carrying Amount Net Carrying Amount

Stated Rate Effective Rate Principal Long-term Total Principal Current Long-term Total

Stated Rate Effective Rate Principal Short-term Long-term Total Principal Long-term Total

2031 Notes 0.75 % 1.19 % $ 450.0 $ 450.0 $ — $ 450.0 $ 450.0 $ 450.0 $ 450.0

Senior Notes 4.00 % 4.17 % 400.0 — 400.0 400.0 400.0 400.0 400.0

Term Loan Facility 6.99 % - 7.85 %

7.83 % - 8.14 %

— — — 600.0 6.0 577.5 583.5

Total borrowings 850.0 450.0 400.0 850.0 850.0 850.0 850.0

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

The initial conversion rate of the 2031 Notes is 10.0308 shares of our common stock per $1,000 principal amount of 2031 Notes (which is equivalent to an initial conversion price of approximately $ 99.69 per share).

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In addition, upon the occurrence of a Make-Whole Fundamental Change or if we deliver a Redemption Notice, both as defined in the 2031 Indenture, we will, in certain circumstances, increase the conversion rate by a number of additional shares of common stock as described in the 2031 Indenture for a holder who elects to convert its 2031 Notes in connection with such Make-Whole Fundamental Change or to convert its 2031 Notes called (or deemed called as provided in the 2031 Indenture) for redemption in connection with such Redemption Notice, as the case may be.

At any time from, and including, September 2, 2031, the 2031 Notes are convertible at the option of the holders thereof only under the following circumstances:

At any time before September 2, 2031, the 2031 Notes are convertible at the option of the holders thereof only under the following circumstances:

(1) during any calendar quarter commencing after the first calendar quarter ending on March 31, 2025, if the last reported sale price per share of our common stock exceeds 130 % of the conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

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(3) if we call such 2031 Notes for redemption;

or (4) upon the occurrence of specified corporate events or distributions on our common stock, (as defined in the 2031 Indenture).

As of June 2025, none of the conditions allowing holders of the 2031 Notes to convert had been met.

or (4) upon the occurrence of specified corporate events or distributions on our common stock (as specified in the 2031 Indenture).

On or after September 2, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2031 Notes, holders of the 2031 Notes may convert all or a portion of their 2031 Notes, regardless of the foregoing conditions.

Upon conversion, the 2031 Notes will be settled in cash, shares of our common stock based on the conversion rate (as defined in the 2031 Indenture) or any combination thereof, at our election.

Upon conversion, the 2031 Notes are settled in cash or through the combination settlement method (as defined in 2031 Indenture) at our election, with the default settlement method being combination settlement, under which the face amount of the notes is settled in cash and any excess conversion value is settled in shares of our common stock.

During the fourth quarter of fiscal 2026, the last reported sale pr ice 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 for the calendar quarter ending September 30, 2026.

As a result, the carrying value of $ 439.6 million has been reclassified to Current portion of long-term debt in the accompanying consolidated balance sheets as of June 2026.

The 2031 Notes are redeemable, at our option at any time, and from time to time, on or after December 6, 2028.

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Upon the occurrence of a Fundamental Change (as defined in the 2031 Indenture) prior to the maturity date of the 2031 Notes, holders of the 2031 Notes may require us to repurchase their notes for a cash repurchase price equal to the principal amount of the 2031 Notes to be repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the Fundamental Change Repurchase Date (as defined in the 2031 Indenture).

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

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

2026 2025 2024

Interest expense $ 3.4 $ 2.1 $ —

Amortization of debt issuance costs 1.8 1.1 —

Total interest expense $ 5.2 $ 3.2 $ —

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 convertible senior notes.

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 convertible senior notes, with such offset subject to a cap based on the cap price.

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 convertible senior notes.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

transactions meet certain accounting criteria, the 2031 Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives.

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.

Contractual interest expense and amortization of debt issuance costs on the 2031 Notes was $ 2.1 million and $ 1.1 million, respectively, in 2025.

In March 2021, we issued $ 400.0 million aggregate principal amount of senior notes due June 15, 2029 (“Senior Notes”), which bear interest at a rate of 4.0 % payable semi-annually on December 15 and June 15 of each year.

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An event of default under the indenture will allow either the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes to accelerate, or in certain cases automatically cause the acceleration of, the maturity of the principal and accrued interest on all outstanding Senior Notes.

We may redeem some or all of the Senior Notes at a price of 101 % of the principal amount in 2025 and at 100 % of the principal amount in 2026 and thereafter.

We may redeem some or all of the Senior Notes at a price of 100 % of the principal amount in 2026 and thereafter.

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

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On November 19, 2024, we used a portion of the net proceeds from the 2031 Notes to repay the outstanding balance and accrued interest of our Term Loan Facility, which was accounted for as a debt extinguishment.

The consideration used to extinguish the Term Loan Facility, including unamortized debt issuance costs, resulted in a loss on early extinguishment of debt of $ 6.5 million and is included in loss on early extinguishment of debt in the accompanying consolidated statements of operations.

The consideration used to extinguish the Term Loan Facility, including unamortized debt issuance costs, resulted in a loss on early extinguishment of

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

debt of $ 6.5 million and is included in loss on early extinguishment of debt in the accompanying consolidated statements of operations.

Contractual interest expense and amortization of debt issuance costs for our Term Loan Facility was as follows:

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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 June 2025 and June 2024, there was no balance outstanding under the Revolving Credit Facility.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of June 2026 and 2025 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 were $ 0.4 million in 2025 and $ 0.6 million in 2024 and 2023, respectively.

The unused commitment fees on the Revolving Credit Facility were $ 1.1 million in fiscal 2026, $ 0.4 million in fiscal 2025 and $ 0.6 million in fiscal 2024.

The Revolving Credit Facility contains various restrictive covenants, including two financial covenants which limit the consolidated total net leverage ratio and the consolidated net interest coverage ratio.

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The leases expire at various dates through fiscal 2034, some of which include options to extend the lease for up to seven years .

During fiscal 2025 and 2024, we recorded $ 12.7 million and $ 11.8 million of operating leases expense, respectively.

During fiscal 2026, 2025, and 2024 we recorded $ 12.4 million, $ 12.7 million, and $ 11.8 million of operating lease expense, respectively.

Our short-term leases are immaterial.

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Total operating lease liabilities $ 39.5 $ 48.1

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Supplemental cash flow information related to leases was as follows:

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As of the end of fiscal 2026, the weighted average remaining lease term was 5.44 years and the weighted average discount rate was 5.18 %.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of the end of fiscal 2026, future minimum lease payments for operating lease liabilities were as follows:

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We regularly review the allowance for credit losses by considering factors such as historical experience, credit quality, age of accounts receivable balances and current economic conditions that may negatively impact our customers’ ability to pay.

At June 2025 and June 2024, three customers comprised a total of 45 % and 42 % our accounts receivable, respectively.

Net Income Per Share

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

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

As of June 2025, three customers comprised a total of 45 % of our accounts receivable.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Net (Loss) Income Per Share

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

2026 2025 2024

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Diluted $ ( 12.62 ) $ ( 1.22 ) $ 3.16

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following potentially dilutive securities were excluded from the computation of diluted net (loss)/income per share as their effect would have been antidilutive:

2025 2024 2023

Share-based awards 3.3 0.2 0.7

Convertible senior notes 4.5 — —

Total 7.8 0.2 0.7

Our basic net income per share amounts for each period presented have been computed using the weighted average number of shares of common stock outstanding.

Our diluted net income per share amounts for each period presented include the weighted average effect of potentially dilutive shares.

We used the “treasury stock” method to determine the dilutive effect of outstanding share-based awards.

We used the if-converted method for calculating any potential dilutive effect of our 2031 Notes.

For a period in which we report a net income, we use the “treasury stock” method to determine the dilutive effect of outstanding share-based awards.

For a period in which we report a net loss, 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 3.1 million, 3.3 million, and 0.2 million shares in fiscal 2026, 2025 and 2024, respectively.

Commitments and Contingencies

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Total future unconditional purchase commitments in future fiscal years were as follows:

2029 and thereafter —

Indemnifications

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However, historical costs related to these indemnification provisions have not been significant.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Environmental Matters

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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,

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

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.

Stockholders’ Equity

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Shares Reserved for Future Issuance

As of the end of fiscal 2025, shares of common stock reserved for future issuance was as follows:

Restricted stock units outstanding 2,981,280

Market stock units outstanding 104,975

Performance stock units outstanding 191,386

As of the end of fiscal 2026, shares of common stock reserved for future issuance were as follows:

Restricted stock units 2.8

Market stock units 0.2

Performance stock units 0.2

Awards available for grant under all share-based compensation plans 5.0

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Common Stock Repurchase Program

From April 2005, our Board of Directors authorized a series of stock repurchase programs under which we repurchased shares of our common stock from time to time in the open market or in privately negotiated transactions, depending upon market conditions and other factors.

These historical programs cumulatively authorized the repurchase of up to $ 2.3 billion of our common stock.

The most recent of these programs expired in July 2025.

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

We have a Board of Directors-approved stock repurchase program, authorized by our Board of Directors in August 2025, authorizing repurchases of up to $ 150.0 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 under the program 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.

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.

Our prior stock repurchase program expired in July 2025.

In fiscal year 2026 and 2025, we repurchased 1.3 million shares of our common stock for $ 92.7 million and 1.8 million shares for $ 128.3 million, respectively.

We did not repurchase any of our common stock in fiscal 2024.

All repurchased shares are recorded as treasury stock.

All repurchased shares are held as treasury stock.

Following the announcement of the Merger, we suspended our share repurchase activity in accordance with the terms of the Merger Agreement;

however, we may resume share repurchases in the future in accordance with the terms of the Merger Agreement.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Share-Based Compensation

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2025 Inducement Equity Plan

Effective January 27, 2025, we adopted the 2025 Inducement Equity Plan (“2025 Inducement Plan”) which provides for the issuance of option or appreciation rights, restricted stock units (“RSU”) or dividend equivalents to our employees.

Awards granted under the 2025 Inducement Plan will not exceed 1,700,000 shares of common stock.

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Equity awards granted under the 2025 Inducement Plan generally vest ratably over two years from the vesting commencement date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Amended and Restated 2019 Equity and Incentive Compensation Plan

Our Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan (“2019 Incentive Plan”) provides for the grant of equity-based compensation in the form of stock options, stock appreciation rights, RSUs, cash incentive awards, shares with performance conditions (“PSU”) or market-based conditions (“MSU”) and other stock-based awards.

Our Synaptics Incorporated Amended and Restated 2019 Equity and Incentive Compensation Plan (“2019 Incentive Plan”) provides for the grant of equity-based compensation in the form of stock options, stock appreciation rights, RSUs, cash incentive awards, performance stock units (“PSUs”) or market stock units (“MSUs”) and other share-based awards.

As of June 2026, 2,711,150 shares of our common stock are reserved for issuance under the 2019 Incentive Plan.

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RSU activity, including RSUs granted, delivered and forfeited in fiscal 2026, and the balance and aggregate intrinsic value of RSUs as of the end of fiscal 2026 were as follows:

Outstanding Average

Outstanding Weighted-Average

Fair Value per Share

Balance as of June 2025 3.0 $ 66.3

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The unrecognized share-based compensation cost for RSUs granted under Stock Compensation Plans was $ 146.7 million as of the end of fiscal 2026, which will be recognized over a weighted average period of 1.7 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Market Stock Units

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Outstanding Weighted

Fair Value per Share

Balance at June 2025 0.1 $ 179.1

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The unrecognized share-based compensation cost of our outstanding MSUs was $ 10.3 million as of the end of fiscal 2026, which will be recognized over a weighted average period of 1.5 years.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The fair value of each MSU granted from our plans estimated at the date of grant using the Monte Carlo simulation model, assuming no expected dividends and the following assumptions:

The fair value of each MSU granted from our plans was estimated at the date of grant using the Monte Carlo simulation model, assuming no expected dividends and the following assumptions.

The ranges disclosed in the table also include the July 2025 MSU granted to our Chief Executive Officer.

2026 2025 2024

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Outstanding Weighted

Fair Value per Share

Balance at June 2025 0.2 $ 81.5

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We value PSUs using the aggregate intrinsic value on the grant date and amortize the compensation expense over the three-year service period on a ratable basis, dependent upon the probability of meeting the performance measures.

The PSU awards outstanding balance at June 2025 is based on the target grant quantity and does not include any performance adjustment of shares for completed performance periods.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

awards outstanding balance at June 2026 is based on the target grant quantity and does not include any performance adjustment of shares for completed performance periods.

At the end of fiscal 2026, the aggregate intrinsic value of PSUs expected to vest was $ 22.2 million.

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Employee Stock Purchase Plan

Our employee stock purchase plan (“2019 ESPP”) allows employees to designate up to 15 % of their base compensation, subject to legal restrictions and limitations, to purchase shares of common stock at 85 % of the lesser of the fair market value at the beginning of the offering period or the exercise date.

Our ESPP allows employees to designate up to 15 % of their base compensation, subject to legal restrictions and limitations, to purchase shares of common stock at 85 % of the lesser of the fair market value at the beginning of the offering period or the exercise date.

Under the ESPP, the offering period extends for up to one year and includes two exercise dates occurring at six-month intervals.

Under the terms of our ESPP, if the fair market value at an exercise date is less than the fair market value at the beginning of the offering period, the current offering period will terminate and a new offering period will commence.

As of June 2025, 449,103 shares of our common stock are reserved for issuance under the 2019 ESPP Plan.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Shares purchased, weighted average purchase price, cash received and the aggregate intrinsic value for employee stock purchase plan purchases were as follows:

As of June 2026, 1,629,107 shares of our common stock are reserved for issuance under the ESPP.

In connection with the Merger, the ESPP will terminate as of the Effective Time.

On the Final Exercise Date (as defined in the Merger Agreement), the funds credited as of such date within the associated accumulated payroll withholding account for each participant will be used to purchase shares of our common stock in accordance with the terms of the ESPP.

Those shares will then be converted into Merger Consideration in accordance with the terms of the Merger Agreement.

Any unused contributions will be refunded following the Effective Time, without interest.

Until the closing of the Merger, the ESPP will continue to be operative in accordance with the terms of the Merger Agreement.

Shares purchased, weighted average purchase price, cash received and the aggregate intrinsic value for ESPP purchases were as follows:

2026 2025 2024

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Unrecognized share-based compensation costs for awards granted under our ESPP at the end of fiscal 2026 were $ 6.4 million that will be amortized over the next 10 months.

Stock-Based Compensation Expense

Share-based compensation and the related tax benefit for our stock-based awards recognized in the accompanying consolidated statements of income were as follows:

Share-based Compensation Expense

Share-based compensation and the related tax benefit for our share-based awards recognized in the accompanying consolidated statements of operations were as follows:

2026 2025 2024

4 unchanged sentences

Income tax benefit on share-based compensation $ 17.0 $ 8.4 $ 8.6

Historically, we have issued new shares in connection with our share-based compensation plans, however, treasury shares are also available for issuance.

Any additional shares repurchased under our common stock repurchase program will be available for issuance under our share-based compensation plans.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Employee Benefit Plans

We provide retirement benefit plans in the United States and certain foreign countries.

We provide retirement benefit plans primarily in the United States and certain foreign countries.

We have a 401(k) Retirement Savings Plan (“401k Plan”) for U.S.

2 unchanged sentences

The employer matching funds vest immediately.

We made matching contributions to the 401k Plan of $ 1.8 million in fiscal 2025 and $ 1.9 million in both fiscal 2024 and 2023.

(Loss)/income before provision for income taxes was as follows:

We made matching contributions to the 401k Plan of $ 1.8 million in fiscal 2026, $ 1.8 million in fiscal 2025, and $ 1.9 million in fiscal 2024.

Loss before provision (benefit) for income taxes was as follows:

2026 2025 2024

1 unchanged sentence

Foreign 45.7 ( 49.2 ) ( 44.1 )

(Loss)/income before provision for income taxes $ ( 113.5 ) $ ( 124.6 ) $ 126.0

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The (benefit)/provision for income taxes consisted of the following:

Loss before provision (benefit) for income taxes $ ( 79.4 ) $ ( 113.5 ) $ ( 124.6 )

The provision (benefit) for income taxes consisted of the following:

2026 2025 2024

Current tax (benefit)/expense

Current tax (benefit) provision

Federal $ 0.7 $ 2.4 $ ( 17.4 )

State — — 0.1

Foreign 6.9 7.3 56.0

9.7 38.6 78.3

Deferred tax (benefit)/expense

Deferred tax (benefit) provision

Federal 395.0 ( 49.9 ) ( 280.8 )

1 unchanged sentence

403.8 ( 75.4 ) ( 288.8 )

(Benefit)/provision for income taxes $ ( 65.7 ) $ ( 250.2 ) $ 52.4

The (benefit)/provision for income taxes differs from the federal statutory rate as follows:

2025 2024 2023

(Benefit)/provision at U.S.

Provision (benefit) for income taxes $ 411.4 $ ( 65.7 ) $ ( 250.2 )

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

The provision for income taxes differs from the U.S.

federal statutory rate for fiscal 2026, as follows, reflecting the adoption of ASU 2023-09:

Amount Percent

federal statutory tax rate ( 16.7 ) 21.0 %

State and local income taxes, net of federal income tax effect — — %

Foreign tax effects

Statutory tax rate difference between Hong Kong and United States ( 1.4 ) 1.8 %

Share-based payment awards ( 2.7 ) 3.4 %

Other ( 0.3 ) 0.4 %

Statutory tax rate difference between India and United States 1.6 ( 2.0 ) %

Share-based payment awards 2.3 ( 2.9 ) %

Other ( 0.8 ) 0.6 %

Statutory tax rate difference between Japan and United States 0.4 ( 0.5 ) %

Foreign exchange gain/(loss) 1.2 ( 1.5 ) %

Share-based payment awards ( 1.1 ) 1.4 %

Other ( 0.1 ) 0.1 %

Statutory tax rate difference between Israel and United States ( 0.2 ) 0.3 %

Foreign exchange gain/(loss) ( 1.4 ) 1.8 %

Other 1.9 ( 2.3 ) %

Other foreign jurisdictions 1.3 ( 1.6 ) %

Effect of cross-border tax laws

Foreign-derived deduction eligible income ( 4.7 ) 5.9 %

Subpart F income 2.6 ( 3.2 ) %

Global intangible low-taxed income 1.3 ( 1.6 ) %

Foreign disregarded entity income ( 1.4 ) 1.7 %

Research and development tax credits ( 8.0 ) 10.1 %

Changes in valuation allowances 425.3 ( 535.6 ) %

Nontaxable or nondeductible Items

Non-deductible share-based compensation 7.2 ( 9.1 ) %

Non-deductible officer compensation 5.9 ( 7.4 ) %

Changes in unrecognized tax benefits ( 0.7 ) 0.9 %

Other adjustments ( 0.1 ) 0.2 %

Effective tax rate 411.4 ( 518.1 ) %

The effective tax rate for fiscal 2026 diverged from the combined U.S.

federal and state statutory tax rate primarily due to $ 425.3 million of non-cash tax expenses associated with the establishment of a full valuation allowance against our U.S.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

federal deferred tax assets.

During the fourth quarter of fiscal 2026, we recorded a full valuation allowance against our net U.S.

federal deferred tax assets after determining that it was not more likely than not that such deferred tax assets would be realized, primarily based on our three-year cumulative adjusted taxable loss position for U.S.

federal income tax purposes as of fiscal 2026.

For fiscal 2025 and 2024 , the benefit for income taxes differed from the U.S.

federal statutory rate as follows:

Benefit at U.S.

federal statutory tax rate $ ( 23.8 ) $ ( 26.2 )

Non-deductible share-based compensation 7.2 7.6

Shortfall/(windfall) related to share-based compensation 3.9 3.5

9 unchanged sentences

Other differences 0.1 1.3

(Benefit)/provision for income taxes $ ( 65.7 ) $ ( 250.2 ) $ 52.4

Non-current deferred tax assets and non-current deferred tax liabilities are included in non-current other assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Benefit for income taxes $ ( 65.7 ) $ ( 250.2 )

Non-current deferred tax assets and non-current deferred tax liabilities are included in deferred tax assets and other long-term liabilities, respectively, in the accompanying consolidated balance sheets.

Significant components of deferred tax assets (liabilities) consisted of the following:

13 unchanged sentences

Right-of-use assets ( 8.1 ) ( 10.2 )

Unremitted foreign earnings — ( 14.3 )

Acquisition intangibles ( 16.2 ) ( 22.7 )

1 unchanged sentence

Net deferred tax assets $ 0.4 $ 403.8

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Realization of deferred tax assets depends on our generating sufficient U.S.

and certain foreign taxable income in future years to obtain a benefit from the utilization of those deferred tax assets on our tax returns.

Accordingly, the amount of deferred tax assets considered realizable may increase or decrease when we reevaluate the underlying basis for our estimates of future U.S.

Accordingly, the amount of deferred tax assets considered realizable or unrealizable may increase or decrease when we reevaluate the underlying basis for our estimates of future U.S.

and foreign taxable income.

As of the end of fiscal 2025, a valuation allowance of $ 94.8 million was maintained to reduce the deferred tax assets related to capital loss carryovers in a foreign jurisdiction and all deferred tax assets in California to levels we believe are more likely than not to be realized through future taxable income.

As of the end of fiscal 2026, we maintained a valuation allowance of $ 522.6 million against deferred tax assets related to capital loss carryforwards in a foreign jurisdiction and substantially all of our U.S.

federal and California deferred tax assets, reducing these deferred tax assets to the amounts that we believe are more likely than not to be realized.

The net change in the valuation allowance during fiscal 2026 was an increase of $ 427.8 million.

We consider almost all earnings of our foreign subsidiaries as not indefinitely reinvested overseas and have made appropriate provisions for income or withholding taxes, that may result from a future repatriation of those earnings.

As a result, an immaterial deferred tax liability is associated with unremitted foreign earnings, the remittance of which would not result in a further provision for income taxes.

We continue to indefinitely reinvest $ 200.0 million on certain accumulated earnings and outside basis differences primarily related to our DSPG acquisition.

If the undistributed earnings and other outside basis differences were recognized in a taxable transaction, the associated foreign tax credits would be expected to reduce the U.S.

income tax liability associated with the foreign distribution or the otherwise taxable transaction.

As of our fiscal 2025, assuming full utilization of the associated foreign tax credits, the potential net deferred tax liability associated with these undistributed earnings and outside basis differences would be approximately $ 46.0 million.

We continue to assert indefinite reinvestment with respect to certain accumulated earnings and outside basis differences, primarily related to our DSPG acquisition.

If these earnings and outside basis differences were recognized in a taxable transaction, the associated foreign tax credits would be expected to reduce the related U.S.

income tax liability.

The amount of the unrecognized deferred tax liability related to these indefinitely reinvested earnings and outside basis differences is not practicable to determine.

As of the end of fiscal 2026, we had federal, California, and foreign net operating loss carryforwards of $ 2.8 million, $ 26.2 million and $ 55.7 million, respectively.

The federal net operating loss can be carried forward indefinitely and the California net operating loss will begin to expire in fiscal 2027, respectively if not utilized.

The federal net operating loss can be carried forward indefinitely and the California net operating loss will begin to expire in fiscal 2027 if not utilized.

Most of the foreign net operating loss carryforwards have no expiration date.

1 unchanged sentence

However, the use of these carryforwards may be limited by statute or upon the occurrence of certain events, including significant changes in ownership.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We had $ 41.5 million and $ 78.6 million of federal and state research tax credit carryforwards, respectively, as of the end of fiscal 2026.

The federal research tax credit carryforward will begin to expire in 2038 and the state research tax credit can be carried forward indefinitely.

The total liability for gross unrecognized tax benefits related to uncertain tax positions, included in other liabilities in the accompanying consolidated balance sheets, decreased by $ 1.9 million from $ 46.5 million in fiscal 2024 to $ 44.6 million in fiscal 2025.

Of this ending balance, $ 36.6 million will reduce the effective tax rate on income from continuing operations, if recognized.

A reconciliation of the beginning and ending balance of gross unrecognized tax benefits consisted of the following:

The total liability for gross unrecognized tax benefits related to uncertain tax positions, included in other liabilities in our consolidated balance sheets, decreased by $ 3.0 million from $ 44.6 million in fiscal 2025 to $ 41.6 million in fiscal 2026.

Of this amount, $ 30.6 million will reduce the effective tax rate on income from continuing operations, if recognized.

A reconciliation of the beginning and ending balance of gross unrecognized tax benefits for fiscal 2026, 2025, and 2024 consisted of the following:

2026 2025 2024

1 unchanged sentence

Increase in unrecognized tax benefits related to current year tax positions 3.3 1.9 10.4

(Decrease)/increase in unrecognized tax benefits related to prior year tax positions ( 2.4 ) ( 5.3 ) 2.5

Decrease in unrecognized tax benefits related to prior year tax positions ( 2.7 ) ( 2.4 ) ( 5.3 )

Decrease due to effective settlement with tax authorities — ( 0.4 ) —

2 unchanged sentences

Ending balance $ 41.6 $ 44.6 $ 46.5

Accrued interest and penalties increased by $ 0.6 million in fiscal 2025 as compared to fiscal 2024 and increased by $ 0.6 million in fiscal 2024 as compared to fiscal 2023.

Accrued interest and penalties decreased by $ 0.1 million in fiscal 2026 as compared to fiscal 2025 and increased by $ 0.6 million in fiscal 2025 as compared to fiscal 2024.

Accrued interest and penalties were $ 4.1 million and $ 4.2 million as of the end of fiscal 2026 and 2025, respectively.

Our policy is to classify interest and penalties, if any, as components of income tax expense.

It is reasonably possible that the amount of liability for unrecognized tax benefits may change within the next 12 months;

an estimate of the range of possible changes could result in a decrease of $ 3.3 million to an increase of $ 1.9 million.

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 U.S., Hong Kong SAR, Japan, Israel and the U.K.

Our major tax jurisdictions are the U.S., Hong Kong SAR, Japan, India, Israel, and the United Kingdom.

From fiscal 2018 onward, we remain subject to examination by one or more of these jurisdictions.

On July 4, 2025, subsequent to the end of our fiscal year ended June 28, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

This legislation includes a permanent extension and modification of certain provisions under the Tax Cuts and Jobs Act of 2017 (“TCJA”) and contains multiple effective dates.

As the enactment occurred subsequent to our fiscal 2025, the impacts of the provisions of the OBBBA are not reflected in our fiscal 2025 financial statements.

Certain provisions are effective beginning in fiscal 2026, and we are currently evaluating the potential impact of the new legislation on our future financial statements.

The amount of cash paid for income taxes (net of refunds) for fiscal 2026, is as follows:

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Federal $ 6.0

Switzerland ( 5.3 )

Hong Kong ( 2.4 )

Other countries 0.3

Total income taxes paid, net of refunds $ 3.2

Cash paid for income taxes, net of refunds, during fiscal 2025 and 2024, was $ 47.2 million and $ 55.2 million, respectively.

The majority of our revenue is generated from product shipments to our customers.

A summary of our product categories is as follows:

Includes products for Wireless and Processor Solutions.

• Enterprise and Automotive:

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

Includes products for Wireless and Processor Solutions.

Includes products for Touch and Display Solutions for Mobile phone applications.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Disaggregation of revenue

5 unchanged sentences

$ 1,197.2 $ 1,074.3 $ 959.4

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

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

2026 2025 2024

3 unchanged sentences

South Korea 74.5 71.7 59.9

Other 57.4 49.6 124.1

United States 23.6 7.4 21.3

Other 70.6 57.4 49.6

$ 1,197.2 $ 1,074.3 $ 959.4

Net revenue to customers whose revenue represented 10% or more of our total net revenue was as follows:

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Net revenue derived from customers whose revenue represented 10% or more of our total net revenue was as follows:

2026 2025 2024

5 unchanged sentences

Contract Liabilities

Our contract liabilities are comprised of deferred revenue and primarily relates to our obligation to transfer goods, services or licenses of our IP to customers for which we have received consideration.

Contract liabilities were $ 16.2 million and $ 14.7 million as of June 2025 and June 2024, respectively, and are presented as part of customer-related liabilities in accrued liabilities in the accompanying consolidated balance sheets.

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 $ 1.7 million and $ 16.2 million as of June 2026 and 2025, respectively, and are presented as part of customer-related liabilities in accrued liabilities in the accompanying consolidated balance sheets.

Supplemental Financial Statement Information.” During fiscal 2026 and 2025, we recognized $ 14.1 million and $ 13.8 million, respectively, in revenue related to contract liabilities outstanding as of the beginning of each such fiscal year.

3 unchanged sentences

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, as reported in our consolidated statements of operations, as the measure of profit or loss to allocate resources and assess performance.

Our CODM, the company’s Chief Executive Officer, reviews financial information presented on a consolidated basis for the purpose of making operating decisions and assessing financial performance.

Our CODM uses consolidated net income, 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.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

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

3 unchanged sentences

Adjusted operating expenses (2) 420.5 398.7 380.2

Stock-based compensation 112.8 118.9 122.6

Intangible asset amortization 114.2 81.6 130.4

Share-based compensation costs 149.3 112.8 118.9

Acquired intangibles amortization 119.0 114.2 81.6

Interest and other expense, net 6.6 10.2 20.4

Income tax expense (benefit) ( 65.7 ) ( 250.2 ) 52.4

Provision (benefit) for income taxes 411.4 ( 65.7 ) ( 250.2 )

Other segment expenses (3) 27.3 53.8 31.8

Segment net income (loss) $ ( 47.8 ) $ 125.6 $ 73.6

Consolidated net income (loss) $ ( 47.8 ) $ 125.6 $ 73.6

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

Segment net (loss) income $ ( 490.8 ) $ ( 47.8 ) $ 125.6

Consolidated net (loss) income $ ( 490.8 ) $ ( 47.8 ) $ 125.6

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

2026 2025 2024

Cost of revenue $ 661.8 $ 593.9 $ 519.6

Intangible asset amortization 97.5 64.3 95.0

Stock-based compensation ( 1.7 ) 4.2 4.0

Acquired intangibles amortization 106.7 97.5 64.3

Share-based compensation costs 1.2 ( 1.7 ) 4.2

Adjusted cost of revenue $ 553.9 $ 498.1 $ 451.1

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

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

2026 2025 2024

Operating expenses $ 602.5 $ 574.5 $ 541.4

Stock-based compensation 114.5 114.7 118.6

Intangible asset amortization 16.7 17.3 35.4

Impairment charges 13.8 16.0 —

Share-based compensation costs 148.1 114.5 114.7

Acquired intangibles amortization 12.3 16.7 17.3

Intangible asset impairment charge 6.8 13.8 16.0

Restructuring costs 3.3 16.9 10.5

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(all tabular amounts in millions, except per share amounts)

Other Geographical information

4 unchanged sentences

$ 1,184.1 $ 1,251.8

Long-lived assets are comprised of property and equipment, goodwill, acquired intangible assets, and operating lease right-of-use assets.

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 consolidated statements of operations is as follows:

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

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

2026 2025 2024

Employee severance and related costs $ 2.5 $ 15.5 $ 10.5

Write-off of assets:

Property and equipment 1.4 —

Other charges (1) 0.8 1.4 —

$ 3.3 $ 16.9 $ 10.5

There were no restructuring charges incurred in fiscal 2023.

(1) Other charges include non-cash lease termination costs and write-off of property and equipment.

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

Fiscal 2023 and earlier

Restructuring Fiscal 2025

8 unchanged sentences

Balance, June 2026 $ — $ — $ — $ —

(1) Write-off of property and equipment charges of $ 1.4 million recognized in fiscal 2025 are not included in the restructuring liability balance above.

(1) Restructuring activities in the table above include only those charges that resulted in, or will result in, cash payments.

As a result, the table above excludes non-cash lease termination costs and write-off of property and equipment.

Fiscal 2026 Restructuring Plan

A restructuring plan was initiated during the first quarter of fiscal 2025 (“Fiscal 2025 Restructuring Plan”) primarily intended to focus on key growth initiatives, reduce costs and align our business in response to market conditions.

Under the Fiscal 2025 Restructuring Plan, we will early terminate office space under operating leases.

During fiscal 2025, we recorded restructuring charges of $ 16.4 million, which were mainly comprised of severance and one-time termination benefits as well as a write-off of property and equipment.

We expect the actions under the Fiscal 2025 Restructuring Plan to be completed by the end of the first quarter of fiscal 2026.

A restructuring plan was initiated during the first and fourth quarters of fiscal 2026 (“Fiscal 2026 Restructuring Plan”) to streamline and optimize resources and to reduce operating costs.

Restructuring charges under this plan were mainly comprised of severance and one-time termination benefits.

Fiscal 2025 Restructuring Plan

A restructuring plan was initiated during the first and fourth quarter of fiscal 2024 (“Fiscal 2024 Restructuring Plan”) intended to further improve efficiencies in our operational activities, decrease costs and increase profitability.

Restructuring charges were mainly comprised of severance and one-time termination benefits.

In connection with the Fiscal 2024

Restructuring charges were mainly comprised of severance and one-time termination benefits and lease termination costs.

SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Restructuring Plan, we recorded restructuring charges of $ 0.5 million and $ 10.5 million during fiscal 2025 and 2024, respectively.

As of the end of fiscal 2025, all actions relating to the Fiscal 2024 Restructuring Plan have been completed.

(all tabular amounts in millions, except per share amounts)

Fiscal 2024 Restructuring Plan

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

1 unchanged sentence

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 8. Financial Statements and Supplementary Data