syna-20250927

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________________________________________________________

FORM 10-Q

______________________________________________________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number 000-49602

______________________________________________________________________________________________________

SYNAPTICS INCORPORATED

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________________


Delaware						77-0118518
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1109 McKay Drive

San Jose, California 95131

(Address of principal executive offices) (Zip code)

(408) 904-1100

(Registrant’s telephone number, including area code)

______________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001 per share	SYNA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 30, 2025, the Company had 38,990,073 shares of Common Stock outstanding.

Table of Contents

SYNAPTICS INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 27, 2025

TABLE OF CONTENTS

Page

Part I. Financial Information

Item 1.

Condensed Consolidated Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets—September 27, 2025 and June 28, 2025

Condensed Consolidated Statement s of Operations —Three Months Ended September 27, 2025 and September 28, 2024

Condensed Consolidated Statements of Stockholders’ Equity—Three Months Ended September 27, 2025 and September 28, 2024

Condensed Consolidated Statements of Cash Flows—Three Months Ended September 27, 2025 and September 28, 2024

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II. Other Information

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

PART I—FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par value and share amounts)

(unaudited)


	September 2025		June 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	459.9	$	391.5
Short-term investments	—		61.0
Accounts receivable, net	119.5		130.3
Inventories	143.1		139.5
Prepaid expenses and other current assets	26.5		29.6
Total current assets	749.0		751.9
Property and equipment, net	77.4		72.1
Goodwill	872.3		872.3
Acquired intangible assets	269.5		262.2
Deferred tax assets	412.5		408.8
Non-current other assets	196.4		217.1
Total assets	$	2,577.1	$	2,584.4
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	92.5	$	98.5
Accrued liabilities	169.5		172.4
Total current liabilities	262.0		270.9
Long-term debt	835.4		834.8
Other long-term liabilities	79.1		83.8
Total liabilities	1,176.5		1,189.5
Stockholders' Equity:
Preferred stock:
$0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock:
$0.001 par value; 120,000,000 shares authorized, 71,167,167 and 70,611,845 shares issued, 39,095,464 and 38,642,761 shares outstanding, at September 2025 and June 2025, respectively	0.1		0.1
Additional paid-in capital	1,245.3		1,211.8
Treasury stock: 32,071,703 and 31,969,084 common shares at September 2025 and June 2025, at cost	(1,014.1)		(1,006.9)
Retained earnings	1,169.3		1,189.9
Total stockholders' equity	1,400.6		1,394.9
Total liabilities and stockholders' equity	$	2,577.1	$	2,584.4

See accompanying notes to condensed consolidated financial statements (unaudited)


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)


	Three Months Ended
	September
	2025		2024
Net revenue	$	292.5	$	257.7
Cost of revenue	167.9		136.8
Gross margin	124.6		120.9
Operating expenses:
Research and development	94.4		81.3
Selling, general, and administrative	46.2		50.0
Acquired intangibles amortization	4.7		3.8
Restructuring costs	2.5		14.2
Total operating expenses	147.8		149.3
Operating loss	(23.2)		(28.4)
Interest income (expense) and other, net	0.5		(5.9)
Loss before benefit from income taxes	(22.7)		(34.3)
Benefit from income taxes	(2.1)		(11.2)
Net loss	$	(20.6)	$	(23.1)
Net loss per share:
Basic	$	(0.53)	$	(0.58)
Diluted	$	(0.53)	$	(0.58)
Shares used in computing net loss per share:
Basic	38.8		39.8
Diluted	38.8		39.8

See accompanying notes to condensed consolidated financial statements (unaudited)


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions, except share amounts)

(unaudited)


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Treasury Stock		Retained Earnings		Total Stockholders' Equity
Balance at June 2025	70,611,845	$	0.1	$	1,211.8	$	(1,006.9)	$	1,189.9	$	1,394.9
Net loss	—	—		—		—		(20.6)		(20.6)
Issuance of common stock for share-based award compensation plans	555,322	—		7.4		—		—		7.4
Payroll taxes related to net share settlement of share-based awards	—	—		(10.6)		—		—		(10.6)
Common stock repurchased, inclusive of excise taxes	—	—		—		(7.2)		—		(7.2)
Share-based compensation	—	—		36.7		—		—		36.7
Balance at September 2025	71,167,167	$	0.1	$	1,245.3	$	(1,014.1)	$	1,169.3	$	1,400.6

See accompanying notes to condensed consolidated financial statements (unaudited)


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions, except share amounts)

(unaudited)


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Treasury Stock		Retained Earnings		Total Stockholders' Equity
Balance at June 2024	69,683,991	$	0.1	$	1,107.0	$	(878.0)	$	1,237.7	$	1,466.8
Net loss	—	—		—		—		(23.1)		(23.1)
Issuance of common stock for share-based award compensation plans	481,580	—		7.7		—		—		7.7
Payroll taxes related to net share settlement of share-based awards	—	—		(11.3)		—		—		(11.3)
Share-based compensation	—	—		27.2		—		—		27.2
Balance at September 2024	70,165,571	$	0.1	$	1,130.6	$	(878.0)	$	1,214.6	$	1,467.3

See accompanying notes to condensed consolidated financial statements (unaudited)


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


	Three Months Ended
	September
	2025		2024
Cash flows from operating activities
Net loss	$	(20.6)	$	(23.1)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Share-based compensation costs	36.7		27.2
Depreciation	7.5		7.2
Acquired intangible assets amortization	35.2		24.6
Deferred taxes	(4.2)		(15.0)
Other	2.4		3.5
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	10.8		6.6
Inventories, net	(2.9)		(4.6)
Prepaid expenses and other current and non-current assets	3.9		1.5
Accounts payable	(7.0)		(6.3)
Accrued liabilities	(31.6)		(33.0)
Net cash provided by (used in) operating activities	30.2		(11.4)
Cash flows from investing activities
Proceeds from maturity of investments	61.0		—
Purchases of property and equipment	(12.2)		(9.1)
Net cash provided by (used in) investing activities	48.8		(9.1)
Cash flows from financing activities
Repurchases of common stock, excluding excise taxes	(7.2)		—
Proceeds from issuance of shares	7.4		7.7
Payroll taxes related to net share settlement of share-based awards	(10.6)		(11.3)
Repayment of debt	—		(1.5)
Other	—		1.6
Net cash used in financing activities	(10.4)		(3.5)
Effect of exchange rate changes on cash and cash equivalents	(0.2)		0.7
Net increase (decrease) in cash and cash equivalents	68.4		(23.3)
Cash and cash equivalents, beginning of period	391.5		876.9
Cash and cash equivalents, end of period	$	459.9	$	853.6
Supplemental disclosure of non-cash transactions
Receipt of intangible assets from advance payments	$	42.5	$	—

See accompanying notes to condensed consolidated financial statements (unaudited)


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

1. Description of Business

We are a leading worldwide developer and fabless supplier of premium mixed signal semiconductor solutions designed to enable people to engage with connected devices and data, and create 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.

2. Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC, and United States generally accepted accounting principles, or U.S. GAAP. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules and regulations. In our opinion, the financial statements include all adjustments, which are of a normal and recurring nature and necessary for the fair presentation of the results of the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the operating results for the full fiscal year or any future period. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2025.

The condensed consolidated financial statements include our financial statements and those of our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. Certain reclassifications have been made to the amounts for prior years in order to conform to the current year’s presentation.

Our fiscal year is the 52- or 53-week period ending on the last Saturday in June. Our fiscal 2026 and 2025 are the 52-week periods ending June 27, 2026 and June 28, 2025, respectively. The fiscal periods presented in this report are 13-week periods ended September 27, 2025 and September 28, 2024, respectively. For simplicity, the accompanying condensed consolidated financial statements have been shown as ending on calendar quarter end dates as of and for all periods presented, unless otherwise indicated.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates including, but not limited to, those estimates related to revenue recognition, allowance for credit losses, cost of revenue, inventories, loss on purchase commitments, product warranty, accrued liabilities, share-based compensation costs, provision for income taxes, deferred tax assets and the associated valuation allowance, uncertain tax positions, goodwill, intangible assets, investments and loss contingencies. We base our estimates on historical experience, current period developments, applicable laws and regulations, and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Significant Accounting Policies

There have been no material changes to our significant accounting policies in Note 2 - Basis of Presentation and Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 28, 2025.

Accounting Pronouncements Recently Issued

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes: Improvements to Income Tax Disclosures.” This guidance requires consistent categories and greater disaggregation of information in the rate


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

reconciliation and disclosures of income taxes paid by jurisdiction. This amendment is effective for our fiscal year ending June 2026. We are currently assessing the impact of this guidance on our disclosures.

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

3. Supplemental Financial Statement Information

Accounts receivable, net


	September		June
	2025		2025
Accounts receivable	$	123.7	$	134.5
Less: Allowance for credit losses	(4.2)		(4.2)
	$	119.5	$	130.3

Inventories


	September		June
	2025		2025
Raw materials and work-in-progress	$	72.2	$	69.4
Finished goods	70.9		70.1
	$	143.1	$	139.5

Non-current other assets


	September		June
	2025		2025
Prepayment of intangible assets	$	96.8	$	139.3
Other	57.2		32.6
Right-of-use assets	42.4		45.2
	$	196.4	$	217.1

Accrued liabilities


	September		June
	2025		2025
Customer-related liabilities (1)	$	68.6	$	67.2
Accrued compensation and benefits	27.4		58.9
Other (2)	73.5		46.3
	$	169.5	$	172.4

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

(2) As of September 2025, other accrued liabilities include a $25.0 million license fee payable to a third party. No such amount was payable at June 2025.


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

4. Net Loss Per Share

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


	Three Months Ended
	September
	2025		2024
Numerator:
Net loss	$	(20.6)	$	(23.1)
Denominator:
Weighted-average shares - basic	38.8		39.8
Weighted-average shares - diluted	38.8		39.8
Net loss per share:
Basic	$	(0.53)	$	(0.58)
Diluted	$	(0.53)	$	(0.58)

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


	Three Months Ended
	September
	2025	2024
Share-based awards	4.4	2.8
Convertible senior notes	4.5	—
Total	8.9	2.8

5. Prepayment of Intangible Assets

During the third quarter of fiscal 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. As of September 2025, we have not received six roadmap technology intangible assets, which are expected to be delivered at various dates through September 2027. Accordingly, the balance of $96.8 million, which represents the value of those technology intangible assets not yet received, is presented within non-current assets in our condensed consolidated balance sheets.


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

6. Cash and Cash Equivalents and Short-Term Investments

The following table summarizes our cash and cash equivalents by category at September 2025 and June 2025:


	September 2025						June 2025
	Amortized Cost		Gross unrealized loss		Fair Value		Amortized Cost		Gross unrealized loss		Fair Value
Cash	$	357.4	$	—	$	357.4	$	360.7	$	—	$	360.7
Cash equivalents:
Money market funds	21.8		—		21.8		16.7		—		16.7
Certificates of deposit	80.7		—		80.7		14.1		—		14.1
Total cash and cash equivalents	$	459.9	$	—	$	459.9	$	391.5	$	—	$	391.5
Short-term investments:
Certificates of deposit	$	—	$	—	$	—	$	61.0	$	—	$	61.0

7. Fair Value Measurements

We determine fair value based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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. The fair value assumes that the transaction to sell the asset or transfer the 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. 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. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

•Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.

•Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.

•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. 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. Our marketable securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models.


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

At September 2025 and June 2025, financial assets measured at fair value on a recurring basis are summarized below:


	September 2025						June 2025
	Level 1		Level 2		Total		Level 1		Level 2		Total
Cash equivalents:
Money market funds	$	21.8	$	—	$	21.8	$	16.7	$	—	$	16.7
Certificates of deposit	—		80.7		80.7		—		14.1		14.1
Total cash and cash equivalents	21.8		80.7		102.5		16.7		14.1		30.8
Short-term investments:
Certificates of deposit	—		—		—		—		61.0		61.0
Total assets measured at fair value	$	21.8	$	80.7	$	102.5	$	16.7	$	75.1	$	91.8

We did not have any financial assets requiring Level 3 measurement in the periods presented.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

We report our financial instruments at fair value with the exception of the 2029 Notes and the 2031 Notes, or collectively with the 2029 Notes, the Notes, each as defined in Note 9. Debt. The estimated fair value of the Notes was determined based on the trading prices of the Notes as of the last day of trading for the periods presented. We use Level 2 measurement criteria to determine the fair value of our Notes as they are not actively traded in markets.

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


	September 2025				June 2025
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
2029 Notes	$	397.1	$	380.2	$	397.0	$	373.2
2031 Notes	438.3		441.0		437.8		415.7
	$	835.4	$	821.2	$	834.8	$	788.9


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SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

8. Goodwill and Acquired Intangibles, Net

Goodwill

The following table represents the change in our goodwill balance for the periods presented:


	September		June
	2025		2025
Beginning balance	$	872.3	$	816.4
Acquisition activity	—		55.9
Ending balance	$	872.3	$	872.3

Acquired Intangibles, Net

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


		September 2025						June 2025
	Weighted Average Life in Years	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Audio and video technology	5.6	$	231.9	$	(204.0)	$	27.9	$	231.9	$	(198.4)	$	33.5
Customer relationships	4.7	187.1		(155.5)		31.6		187.1		(150.7)		36.4
Wireless connectivity technology	4.6	314.4		(154.3)		160.1		271.9		(139.6)		132.3
Video interface technology	3.4	133.0		(101.1)		31.9		133.0		(97.9)		35.1
Other	2.4	41.9		(30.7)		11.2		52.1		(34.0)		18.1
In-process research and development	Not applicable	6.8		—		6.8		6.8		—		6.8
Total intangible assets		$	915.1	$	(645.6)	$	269.5	$	882.8	$	(620.6)	$	262.2

Fully amortized intangible assets are eliminated from both the gross and accumulated amortization amounts in the first quarter of each fiscal year.

In connection with a previous agreement with Broadcom entered into in July 2023 to acquire certain developed technologies, during the first quarter of fiscal 2026, we received and placed into service the last of the remaining technologies from Broadcom in the amount of $42.5 million with an estimated useful life of 6 years.

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


	Three Months Ended
	September
	2025		2024
Cost of revenue	$	30.5	$	20.8
Acquired intangibles amortization	4.7		3.8
Total amortization of intangibles	$	35.2

SEC Form 10-Q filed by Synaptics Incorporated