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SYNAPTICS Inc (SYNA) filed an 8-K current report with the SEC on October 1, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1), Item EX-99.2 (Exhibit EX-99.2). Amended merger agreement preserves onsemi’s acquisition of Synaptics at $123 cash per share.
SYNAPTICS Inc 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Amended merger agreement preserves onsemi’s acquisition of Synaptics at $123 cash per share
- Revised terms followed a competing unsolicited proposal ultimately deemed inferior to onsemi’s offer
- Closing requires majority stockholder approval, regulatory clearances, and customary conditions; HSR approval already obtained
- Transaction has no financing condition, reducing funding-execution risk for shareholders
- Unvested employee equity awards convert into onsemi awards, while certain vested or accelerated awards receive cash at $123 per share
Item 7.01 · Regulation FD Disclosure
- Proposed business combination between Synaptics and onsemi remains subject to stockholder and regulatory approvals
- Closing timing remains uncertain, creating execution and deal-completion risk for investors
- Transaction risks include litigation, operational disruption, personnel retention, competitive responses and unexpected costs
- Synaptics expects to file a preliminary Schedule 14A proxy statement and later solicit stockholder approval
- Investors should review the proxy statement for transaction terms, participant interests and voting information when filed
Item EX-99.1 · Exhibit EX-99.1
- Amended all-cash acquisition at $123 per Synaptics share, valuing the transaction at approximately $5.7 billion
- Revised consideration follows an unsolicited competing proposal and replaces the prior approximately $7 billion agreement
- Synaptics shareholders gain value certainty, while onsemi expects immediate non-GAAP EPS accretion
- Previously announced annual run-rate synergies remain $200 million, with additional benefits expected after the first 18 months
- Closing targeted by mid-2027, subject to Synaptics shareholder and remaining regulatory approvals
Item EX-99.2 · Exhibit EX-99.2
- Amended merger consideration: $123 cash per Synaptics share, replacing the prior all-stock structure
- Third-party unsolicited proposal triggered renegotiation, signaling competitive interest and improved shareholder value certainty
- Closing remains targeted by mid-2027, subject to shareholder approval, regulatory clearance and customary conditions
- Until closing, Synaptics and onsemi remain independent, preserving execution and transaction-completion risks
- Unvested RSUs convert into onsemi RSUs using a closing-date stock-price-based conversion ratio, retaining original vesting schedules
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