8-K

SYNAPTICS Inc (SYNA)

8-K 2026-01-05 For: 2025-12-29
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2025

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SYNAPTICS INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

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Delaware 000-49602 77-0118518
(State or Other Jurisdiction<br><br>of Incorporation) (Commission File Number) (IRS Employer<br><br>Identification No.)
1109 McKay Drive
San Jose, California 95131
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 408 904-1100

_______________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading<br><br>Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share SYNA NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 29, 2025, the Board of Directors (the "Board") of Synaptics Incorporated (the “Company”) increased the size of the Board from eight to nine directors effective January 1, 2026, and appointed Venkatesh Nathamuni as an independent director of the Company, with service commencing January 1, 2026. It is expected that Mr. Nathamuni will stand for election at the Company's 2026 Annual Meeting of Stockholders. The Board determined that Mr. Nathamuni qualifies as an independent director in accordance with the director independence standards established under the Company’s Corporate Governance Guidelines, which are intended to comply with Nasdaq listing standards and the applicable requirements of the Securities and Exchange Commission (the "SEC"), including the additional independence requirements for members of the Audit Committee. Mr. Nathamuni was also appointed to serve as a member of the Audit Committee and the Board determined that he qualifies as an "audit committee financial expert" as defined under applicable SEC rules based on his experience and knowledge.

Mr. Nathamuni has served as Executive Vice President and Chief Financial Officer for Jacobs Solutions, Inc. ("Jacobs"), a global engineering, technical, and professional services company, since June 2024. Prior to joining Jacobs, he served as Chief Financial Officer of Cirrus Logic, Inc. from 2022 to 2024. From 2021 to 2022, Mr. Nathamuni served as Head of Corporate Finance, Investor Relations, Mergers and Acquisitions and Information Technology at Arista Networks. Earlier in his career, Mr. Nathamuni held a variety of senior leadership roles at J.P. Morgan, Synopsys, Synplicity and QuickLogic.

Mr. Nathamuni holds a Bachelor of Science degree in Electronics and Communications Engineering from Madurai Kamaraj University (India), a Master of Science degree in Electrical and Electronics Engineering from Stony Brook University, and a Master of Business Administration in Finance and Strategy from The Wharton School of the University of Pennsylvania. He currently serves as a member of the board of directors and audit committee chair of PA Consulting, a private global innovation and transformation consultancy. He also serves on the board of directors of Second Harvest Food Bank of Silicon Valley, a non-profit organization.

Mr. Nathamuni will participate in the Company’s standard non-employee director compensation program for his Board and Committee service, receiving pro-rata portions of the annual cash retainer of $75,000 for Board service and $10,000 for Audit Committee service for the October 2025 through September 2026 term. He also received 2,300 restricted stock units ("RSUs") granted on January 2, 2026, which number reflects the pro-rata portion of equity valued at $210,000 based upon the average closing price of the Company's common stock for the month of December 2025 equal to $75.22 per share. The RSUs will vest in quarterly installments on February 3, May 3, August 3, and November 3, 2026, subject to Mr. Nathamuni’s continued service through each applicable vesting date. The Company also has entered into an indemnification agreement with Mr. Nathamuni, effective as of January 1, 2026, the current form of which has been previously filed by the Company on a Current Report on Form 8-K dated April 18, 2025.

Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Mr. Nathamuni had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. No arrangement or understanding exists between Mr. Nathamuni and any other person pursuant to which Mr. Nathamuni was selected as a director of the Company.

On January 5, 2026, the Company issued a press release announcing Mr. Nathamuni's appointment. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit Number Description
99.1 Press release from Synaptics Incorporated, dated January 5, 2026, titled "Synaptics Appoints Venkatesh (Venk) Nathamuni to Board of Directors"
104 Cover page interactive data file (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SYNAPTICS INCORPORATED
Date: January 5, 2026 By: /s/ Lisa Bodensteiner
Lisa Bodensteiner<br>Senior Vice President, Chief Legal Officer and Secretary

Document

Synaptics Appoints Venkatesh (Venk) Nathamuni to Board of Directors

SAN JOSE, CA, January 5, 2026 — Synaptics® Incorporated (Nasdaq: SYNA) (“Company”) today announced that on December 29, 2025, its Board of Directors (“Board”) appointed Venkatesh (Venk) Nathamuni to serve as a member of the Company’s Board and as a member of its Audit Committee, with service commencing on January 1, 2026.

Mr. Nathamuni brings more than 30 years of leadership experience with deep expertise in corporate finance, strategy, mergers and acquisitions, investor relations, and public company governance. He has held senior executive positions at Cirrus Logic, Inc., Arista Networks, Inc., and Maxim Integrated Products, Inc., and earlier in his career served as a semiconductor equity research analyst at J.P. Morgan. Mr. Nathamuni currently serves as Executive Vice President and Chief Financial Officer of Jacobs Solutions Inc., a global professional services company. He holds an MBA in Finance and Strategy from The Wharton School, University of Pennsylvania, a Master’s degree in Electrical & Electronics Engineering from SUNY Stony Brook, and a Bachelor’s degree in Electronics & Communications Engineering from Madurai Kamaraj University.

“Venk brings a rare mix of deep semiconductor industry experience, strong financial leadership, and public company governance expertise,” said Nelson Chan, the Company’s Chairman of the Board. “His current role as a sitting public company CFO, along with his solid technical experience, will be a real asset as the Board continues to oversee Synaptics’ strategy, financial discipline, and risk management.”

“Venk’s proven financial leadership, strategic insight, and experience spanning the semiconductor industry and the end customers and end markets it serves will help propel our business as we continue to execute on our growth strategy,” said Rahul Patel, the Company’s President and CEO. “We look forward to benefiting from his perspective as Synaptics continues to scale and evolve.”

“I am honored to join the Synaptics Board. Synaptics has a strong history of innovation and a compelling strategic position, and I look forward to contributing to the Company’s continued focus on disciplined growth, financial oversight, and strong governance,” said Venk Nathamuni.

About Synaptics Incorporated

Synaptics (Nasdaq: SYNA) is driving innovation in AI at the Edge, bringing AI closer to end users and transforming how we engage with intelligent connected devices, whether at home, at work, or on the move. As a go-to partner for forward-thinking product innovators, Synaptics powers the future with its cutting-edge Synaptics Astra™ AI-Native embedded compute, Veros™ wireless connectivity, and multimodal sensing solutions. We’re making the digital experience smarter, faster, more intuitive, secure, and seamless. From touch, display, and biometrics to AI-driven wireless connectivity, video, vision, audio, speech, and security processing, Synaptics is the force behind the next generation of technology enhancing how we live, work, and play. Follow Synaptics on LinkedIn, X, and Facebook, or visit www.synaptics.com.

Synaptics and the Synaptics logo are trademarks of Synaptics in the United States and/or other countries. All other marks are the property of their respective owners.

For further information, please contact:

Investor Relations Munjal Shah

Synaptics Incorporated

munjal.shah@synaptics.com

Synaptics Incorporated | 1109 McKay Dr., San Jose, CA 95131, USA | Phone: +1-408-904-1100 | www.synaptics.com

Media Relations

Neeta Shenoy Synaptics Incorporated

neeta.shenoy@synaptics.com

Synaptics Incorporated | 1109 McKay Dr., San Jose, CA 95131, USA | Phone: +1-408-904-1100 | www.synaptics.com