Amendment to Quarterly Report Form 10 Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

Amendment No. 1

For the quarterly period ended March 30, 2024

For the transition period from to .

Commission file number

SYNAPTICS INCORPORATED

(Exact name of registrant as specified in its charter)

1109 McKay Drive

San Jose, California95131

(Address of principal executive offices) (Zip code)

(408)

(Registrant's telephone number, including area code)

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

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 (§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 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 of the Exchange Act.

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 of the Exchange Act). Yes ☐ No ☒

As of May 2, 2024, the Company had 39,497,538 shares of Common Stock outstanding.

EXPLANATORY NOTE

Synaptics Incorporated (the "Company") is filing this Amendment No. 1 on Form (this "Amendment") to its Quarterly Report on Form for the fiscal quarter ended March 30, 2024, which was originally filed with the Securities and Exchange Commission (the "SEC") on May 9, 2024 (the "Original Filing"). This Amendment is being filed to revise Part II "Item 5. Other Information" by adding a Rule trading arrangement entered into by Vikram Gupta, our SVP and General Manager of IoT Processors and Chief Product Officer, during the quarter ended March 30, 2024, which was inadvertently omitted from the disclosure included in the Original Filing.

In addition, as required by Rule of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule or of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.

Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in Original Filing or reflect any events that have occurred after the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company's other filings with the SEC.

PART II-OTHER INFORMATION

ITEM 5. OTHER INFORMATION

Insider Trading Arrangements

During the fiscal quarter ended March 30, 2024, of the Company's directors or officers (as defined in Rule of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule trading arrangement or trading arrangement (as such terms are defined in Item 408 of Regulation except as follows:

ITEM 6. EXHIBITS

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.