Insider Trading Policy

A. Why have we adopted this policy?

There are regular opportunities to trade in securities issued by or relating to Synaptics Incorporated (together with its subsidiaries, the “Company”). With those opportunities comes the responsibility to comply with federal and state securities laws that prohibit insider trading. Violation of these laws carries severe consequences for both individuals engaging in such behavior and for the Company including potential civil or criminal penalties and private lawsuits brought in connection with the violation of insider trading laws. This Insider Trading Policy (the “Policy”) has been adopted to help you comply with the federal securities laws and to avoid these consequences. It is your obligation to understand and comply with this Policy. In all cases, the responsibility for determining whether you are in possession of material, nonpublic information rests with you, and any action on the part of Synaptics or its directors, officers, or employees does not in any way constitute legal advice or insulate you from liability under applicable securities laws.

B. What is insider trading?

Insider trading occurs when any person PURCHASES or SELLS the Company’s securities on the basis of material nonpublic information concerning the Company (“MNPI”), or from “tipping” (directly or indirectly passing on) MNPI to others who then trade in the Company’s securities. Tipping also includes making recommendations or expressing opinions as to trading on the basis of such MNPI.  The Company securities include not only its common stock, but also stock options, restricted stock units (“RSUs”), market stock units (“MSUs”), performance stock units (“PSUs”), warrants, bonds and notes and derivative securities whether or not issued by Synaptic. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security.

C. What is “Material Non-Public Information”?

Information is considered “Material” if there is a substantial likelihood that a reasonable investor would consider the information important in making a decision to purchase, sell or hold the Company’ securities. Material information can be positive or negative and can relate to virtually any aspect of the Company’ business. It is difficult to describe exhaustively what constitutes material information, and for the purposes of this Policy, you should assume that any information, positive or negative, that is substantially likely to be of significance to an investor in determining whether to purchase, sell or hold Company shares or is likely to have a significant effect on the market price of the Company’s stock would be material. Information may be material even if it is only a part of the total mix of available information that is significant to the investor, and the information alone would not determine the investor’s decision. Examples of material information may include:

• Forecasted revenues, earnings or other financial results (including financial information that departs in any way form what the market would expect)
• Significant new products or services or other product developments
• Major transactions with other companies or entities, such as new contracts, joint ventures or licensing arrangements or other partner relationships or the loss of a significant contract or partner
• Significant developments regarding the Company’ technology, products or business operations;
• Cybersecurity or privacy breaches deemed by the Company to be material
• Possible mergers or acquisitions or dispositions of significant subsidiaries, business lines or assets
• Major (new or changes in) litigation or regulatory developments
• Significant financial transactions, including significant developments in borrowings, or financings or capital investments
• Significant changes in financial condition or asset value or liquidity issues
• Major changes in senior management
• Major changes in compensation policies
• Changes related to the Company’ auditors
• Stock offerings, stock splits or changes in dividend policy
   

This list is illustrative only and is not intended to provide a comprehensive list of circumstances that could result in material information. Material information is not restricted to information relating only to the Company. Material information could be information relating to any other entity with which the Company does business or is involved in a business relationship with, such as a supplier, customer, strategic partner or potential merger partner. Determination of what may constitute material information will depend upon the facts and circumstances in each particular situation.

Information is “Nonpublic” if it is not available to the general public. In order for information to be considered public, it must be generally available to the general public and widely disseminated through (i) press releases, publicly accessible webcasts or conference calls or a public filing with the SEC, or (ii) publication in a widely-available newspaper, news magazine or news website.  In addition, even after a public announcement, a reasonable period of time may need to lapse in order for the market to react to the information (generally one [1] full “Trading Day” (meaning a day on which the Nasdaq Stock Market is open for trading). For example, if Synaptics issues an earnings press release containing MNPI on a Tuesday, and the Nasdaq Stock Market is open for trading on Wednesday, the “Trading Window” (discussed below) would open at the open of market on Thursday. If the earnings press release was issued on a Friday, the Trading Window would open at the open of market on Tuesday. Additionally, you should note that the circulation of rumors, even if accurate and reported in the media, does not constitute public dissemination. The “Compliance Officer” (discussed below) has the sole discretion to decide whether information is public for purposes of this Policy.

One helpful way to determine if you have MNPI is to ask yourself, “Would the person on the other side of this transaction still want to complete the trade at this price if the person knew what I know?” If the answer is “no,” chances are you possess MNPI. 

D. Who is covered under this policy? This Policy applies to all of the following individuals and/or entities (“Covered Parties”):

If you receive or have access to material non-public information regarding Synaptics and you fall under any of the categories below, you are subject to this policy:

• Members of the Board of Directors (“Directors”), officers, executives and employees of the Company and its subsidiaries
• Certain designated consultants and contractors of the Company and its subsidiaries that may access MNPI about the Company
• Immediate family members of any of the above (e.g., spouse, domestic partner, parents, children, siblings, and in-laws)
• Anyone who lives in the same household as any of the above (other than domestic employees)
• Any persons or entities controlled by any of the above or for which investment decisions are directed or influenced by any of the above (including any corporations, partnerships, or trusts)
• Former Directors, officers, executives and employees and their family members or anyone living in the same household for so long as they have MNPI about the Company

E. Who is the Compliance Officer and what are her/his responsibilities?

The Company’ Chief Legal Officer (“CLO”) is responsible for administration of this Policy and serves as the Compliance Officer (the “Compliance Officer”). In the CLO’s absence, the Company’ Chief Financial Officer (“CFO”) will serve as the Compliance Officer. The Compliance Officer may also designate one or more individuals in the Legal and Finance departments who may perform the functions of the Compliance Officer. The Compliance Officer (or her or his designee) will review and either approve or prohibit all proposed trades covered by this Policy according to the procedures set forth in this Policy and applicable law, except that with respect to the CLO as the Compliance Officer, any proposed trades must be approved by the Company’ CFO. All determinations and interpretations by the Compliance Officer will be final and not subject to further review.

F.    What is the Board’s role in connection with this Policy?

The Company’s Board of Directors (the “Board”), through its Nominations and Corporate Governance Committee (the “N&CG Committee”) oversees this Policy. The Company’s legal department reviews this Policy periodically and may recommend modifications to the N&CG Committee for consideration to reflect changes in applicable insider trading laws and/or to align with governance best practices. See Section 6(C) - “Amendments and Waivers” for more information.

A. No Trading for Any Covered Persons at Any Time on the Basis of MNPI

If you possess MNPI, you may not purchase or sell, including any offer to purchase or offer to sell, any of the Company’ securities, during any period beginning with the date you received the MNPI concerning the Company, and ending at the close of business one (1) full Trading Day after the date of public disclosure of that information, or at such time when the nonpublic information is no longer material.

B. Additional Restrictions

A. Permitted Gifts and Transfers. The following transactions are permissible outside of a Trading Window, subject to pre-clearance and compliance with the conditions below:

1. Bona Fide Gifts:
   1. Gifts of Company securities to immediate family members, family trusts, charitable organizations, or estate planning vehicles.
   2. Gifts must be for no consideration (i.e., not disguised sales).
   3. Rule 10b5-1 Trading Plans may include bona fide gifts, provided the plan was adopted in good faith and satisfies all SEC cooling-off and disclosure requirements.
   4. Charitable gifts of Company securities to bona fide nonprofit organizations may be approved outside a Trading Window, subject to the same pre-clearance and MNPI restrictions.
2. Trust Transfers:
   1. Transfers of Company securities into revocable or irrevocable trusts for estate or tax planning purposes.
   2. Transfers must represent only a change in the form of ownership, not a decision to liquidate or monetize. For avoidance of doubt, transactions that merely change the form of ownership (for example, transfers to a revocable trust of which the Insider is trustee and sole beneficiary) will not be considered trades for purposes of this Policy, provided no consideration is exchanged and no MNPI is involved.
3. Conditions to Permitted Gifts/TransfersAll permitted gifts or transfers must meet the following conditions:
   1. Pre-Clearance: Written pre-clearance is required from the Compliance Officer before effecting the transaction.
   2. No Tipping: The donor/transferor must not provide MNPI to the donee or trustee.
   3. Beneficiary Restrictions: The recipient (donee, trust, or other entity) may not sell, pledge, hedge, or otherwise transfer the securities until the next open trading window, unless under a duly adopted Rule 10b5-1 plan.
   4. Certification The donor must certify that:
      1. The gift/transfer is bona fide and not for consideration.
      2. No MNPI was communicated to the recipient.
      3. The recipient has agreed in writing not to sell or otherwise transfer the securities until permitted.
   5. SEC Reporting If the donor is a Section 16 reporting person, the transaction must be reported on Form 4 within two (2) business days, even if exempt under this Policy.
   6. Company Right to Impose Restrictions: The Company reserves the right to impose additional restrictions (including requiring that shares remain in the donor’s name or in a restricted brokerage account) to monitor compliance
4. Prohibited Gifts. The following are not permitted outside of an open Trading Window:
   1. Transfers for consideration (sales disguised as gifts).
   2. Gifts or transfers to entities or persons over which the insider retains trading discretion but is attempting to circumvent this Policy.
   3. Any transfer where the donor has MNPI and intends or reasonably expects the recipient to sell before public disclosure.
5. 10b5-1 Trading Plans
   1. Transactions in the Company' securities that are executed pursuant to an approved trading plan established pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1 Trading Plan”), will not be subject to this Policy. Rule 10b5-1 generally provides an affirmative defense from insider trading liability under the federal securities laws for securities trading plans that are entered into in good faith and only when you are not in possession of MNPI.
   2. The 10b5-1 Trading Plan must either specify the amount, pricing, and timing of transactions in advance or delegate discretion on those matters to an independent third party. Once a 10b5-1 Trading Plan is adopted, you must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of any trades. All 10b5-1 Trading Plans, including any amendments of such plans, must be pre-approved by the Compliance Officer at least five (5) trading days before adoption and may only be adopted or amended during an open Trading Window and you are not in possession of MNPI. As a general rule, you should not amend or terminate a 10b5-1 Trading Plan after adoption, and you should not expect the Compliance Officer to approve any amendment of your 10b5-1 Trading Plan absent extraordinary circumstances. The Company reserves the right to publicly disclose the existence and/or terms of any 10b5-Trading Plan.
   3. Each Covered Person may maintain only one active Rule 10b5-1 Trading Plan for any class of Company securities, except as permitted under Rule 10b5-1(c)(1)(ii)(D). By adopting a Rule 10b5-1 Trading Plan, such Covered Person certifies that the 10b5-1 Trading Plan is being entered into and operated in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1.
   4. Rule 10b5-1 imposes additional restrictions on Directors and executives designated as “Officers” of the Company under Section 16 of the Exchange Act when adopting a 10b5-1 Trading Plan. Currently, such Directors and Officers may not trade under a new or modified Rule 10b5-1 Trading Plan until the later of (a) 90 days after adoption or modification, or (b) two business days following disclosure of the Company’s financial results in the Form 10-Q or Form 10-K for the fiscal quarter in which the 10b5-1 Trading Plan was adopted. This is referred to as a “Cooling Off Period.” For others entering into a 10b5-1 Trading Plan, the Cooling Off Period is thirty days following adoption or modification. For more information about 10b5-1 Trading Plans, please contact the Compliance Officer or the Compliance Officer’s designee(s).
6. Partnership Distributions Distributions of the Company’ securities by a venture capital partnership or other similar entity with which a Director is affiliated to its partners, members or other similar persons are exempt from this Policy. It is the responsibility of each affected Director and the affiliated entity, in consultation with their own counsel, to determine the process and timing for any such distributions based on all relevant facts and circumstances and applicable securities laws.
7. Company Equity Plans
   1. Stock Option Exercises. This Policy does not apply to (i) the cash exercise of a stock option acquired pursuant to the Company’ incentive plans, and (ii) the net exercise of a stock option in which the optionee receives a net number of shares from the Company that is equal to the number of shares exercised less the number of shares retained by the Company to cover the exercise price of the shares provided that such net exercise does not occur while you are aware of MNPI or during a Blackout Period or Special Blackout Period, as applicable, which may apply to you. However, the securities acquired as a result of cash option exercises or net option exercises may not be sold nor may you use a “broker assisted” cashless exercise or other transaction where shares are sold in the market to satisfy the exercise price while you are aware of MNPI or during a Blackout Period or Special Blackout Period, as applicable.
   2. Restricted Stock Units, Performance Stock Units, and Market Stock Units. This Policy does not apply to (i) the vesting or settlement of RSUs, PSUs, and MSUs for which you have no discretion to sell; (ii) the exercise of a tax withholding right pursuant to which you elect in advance to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any RSUs, PSUs, or MSUs; or (iii) a sell to cover transaction that is otherwise mandated by the Company or under which you have previously elected in advance to have a broker sell vested RSUs, PSUs, or MSUs to cover any applicable tax withholding requirements (so long as such sell to cover election was made in an open Trading Window when you were not in possession of MNPI in compliance with Rule 10b5-1). This Policy does apply, however, to any sale or other transaction involving the Company shares that you actually receive upon vesting and settlement of your RSUs, PSUs, or MSUs.
   3. Employee Stock Purchase Plan (“ESPP”). This Policy does not apply to automatic payroll contributions or purchases under the Company’s. However, any changes to enrollment elections, contribution percentages, or sales of Company stock acquired through the ESPP remain subject to this Policy.

1. Violation of the rules in this Policy is grounds for disciplinary action by the Company, including termination of employment. Trading on or tipping MNPI can also result in disgorgement of all profits and the imposition of substantial fines, extending significantly beyond any profits made or losses avoided, both for you and the Company.
2. You are individually responsible for complying with this Policy. You may, from time to time, have to forego a proposed transaction in the Company’ securities even if you had planned to make the transaction before learning of any MNPI and even though you believe you may suffer an economic loss or forego anticipated profit by waiting.

1. Inquiries. Please direct all inquiries regarding any of the provisions or procedures of this Policy to the Compliance Officer or his/her designee.
2. No Liability for Company, Compliance Officer & Certain Other Employees. None of the Company, the Compliance Officer or the Company’ other employees will have any liability for any delay in reviewing, or refusal of, a request for pre-clearance of any potential trade or a 10b5-1 Trading Plan. Notwithstanding any review of any pre-clearance of a transaction or any review of a 10b5-1 Trading Plan.
3. Amendments and Waivers. Amendments to, or waivers under, this Policy may be approved by action of the Compliance Officer, the Board or the N&CG Committee, provided, however, that no waivers may be issued for the restrictions in Section 2(B)(viii) - “No Trading in Futures or Derivative Securities or other Hedging Transactions,” including the restriction against engaging in hedging transactions, or that may otherwise result in a violation of applicable law. Any material amendments to this Policy must be reviewed and approved by the N&CG Committee or the Board. The N&CG Committee has delegated to the Compliance Officer the authority to make immaterial or administrative changes to this Policy from time to time without the need for approval.
4. Records Retention. The Compliance Officer will maintain records of all pre-clearance requests, approvals, denials, and copies of Rule 10b5-1 Trading Plans in accordance with the Company’s Records Retention Policy, as may be amended from time to time.
5. Restrictions on Transmission of MNPI. Except as otherwise required by applicable law or judicial, regulatory or administrative proceedings or process, employees and other Covered Persons must refrain from discussing or transmitting MNPI in public spaces, on social media, or through unsecure communication channels.