Ellow Michael 4

What Happened

• Michael Ellow, Chief Revenue Officer of Synopsys (SNPS), had restricted stock units convert into 5,128 shares on 2026-06-15 (two conversions: 4,048 and 1,080 shares). To satisfy tax-withholding obligations, the company retained/sold 2,543 of those shares (2,007 + 536) at $454.38 per share, producing approximately $1,155,489. The conversion entries are reported as derivative exercises (code M); the withholdings/sales are reported under code F.

Key Details

• Transaction date: 2026-06-15; Form 4 filed 2026-06-16 (timely).
• Converted/vested shares: 5,128 total (4,048 + 1,080); withheld/sold for taxes: 2,543 shares (2,007 + 536) at $454.38 each.
• Proceeds from withheld/sold shares: ~$1,155,489 total ($911,941 + $243,548).
• Net shares delivered to Ellow after withholding: 5,128 − 2,543 = 2,585 shares.
• Total shares owned by the reporting person after the transaction are not specified in the filing.
• Footnotes: (F1) shares retained by the company to meet tax-withholding obligations (approved by Compensation Committee); (F2) each stock unit converts to one share; (F3) vesting schedule noted (one-sixth vested on this date, remainder in semi-annual installments).
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding/sell-to-cover).

Context

• This was a routine vested-RSU conversion with a sell-to-cover for taxes, not an open-market discretionary sale. The filing shows shares were retained by the company to meet tax withholding rather than an independent sell order by the insider.
• Such tax-withholding dispositions are common and do not by themselves indicate a change in the insider’s view of the company.