News & Events

Director — Mr. Cohn: Mr. Cohn was appointed as a director.

Entry into a Material Definitive Agreement. On May 26, 2026, Synopsys, Inc. (“ Synopsys ”) entered into a Cooperation Agreement (the “ Agreement ”) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, “ Elliott ”). Pursuant to the Agreement, the Board of Directors of Synopsys (the “ Board ”) agreed to increase the size of the Board by one, appoint Jesse Cohn to the Board, effective as of June 1, 2026 (the “ Effective Date ”), with an…

Results of Operations and Financial Condition. On May 27, 2026, Synopsys, Inc. (“ Synopsys ”, “ we ”, “ our ”, or “ us ”) issued a press release announcing the financial results of its second fiscal quarter ended April 30, 2026. A copy of the press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto and incorporated by reference herein, shall not be deemed t…

Approval of an amended equity incentive plan.

Other Events. On March 2, 2026, Synopsys, Inc. (“ Synopsys ”) issued a press release announcing its entry into an accelerated share repurchase agreement with The Bank of Nova Scotia to repurchase an aggregate of $250 million of shares of Synopsys common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Results of Operations and Financial Condition. On February 25, 2026, Synopsys, Inc. (“ Synopsys ”, “ we ”, “ our ”, or “ us ”) issued a press release announcing the financial results of its first fiscal quarter ended January 31, 2026. A copy of the press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto and incorporated by reference herein, shall not be de…

Other Events. On February 25, 2026, Synopsys also announced that its board of directors (the “ Board ”) replenished Synopsys’ existing stock repurchase program with authorization to purchase up to $2 billion of Synopsys common stock. The program authorizes, but does not obligate, Synopsys to purchase up to $2 billion of its common stock, and Synopsys’ chief executive officer, chief financial officer or Board may suspend or terminate the program at any time at their sole discretion.

Director and member of the Audit Committee — Peter A. Shimer: Synopsys appointed Peter A. Shimer as a new director and member of the Audit Committee.

includes certain forward-looking statements with respect to the size and scope of the restructuring, and the approximate amount and expected timing of the related charges. These statements involve risks, uncertainties and other factors that could cause Synopsys’ actual results, time frames or achievements to differ materially from those expressed or implied in such forward-looking statements. Such risks, uncertainties and factors include but are not limited to, Synopsys’ ability to implement…

Chief Revenue Officer — Rick Mahoney: Rick Mahoney resigned as Chief Revenue Officer with no immediate successor.

member of the Corporate Governance and Nominating Committee — Mr. Vijayaraghavan: Mr. Vijayaraghavan was appointed to serve on the Corporate Governance and Nominating Committee.

Other Events On July 2, 2025, Synopsys received a letter from the Bureau of Industry and Security of the U.S. Department of Commerce informing Synopsys that the export restrictions related to China, pursuant to a letter received on May 29, 2025, have now been rescinded, effective immediately. Synopsys is working to restore access to the recently restricted products in China. Synopsys is continuing to assess the impact of export restrictions related to China on its business, operating results…

Other Events. On May 29, 2025, following the announcement of Synopsys’ financial results of its second fiscal quarter ended April 30, 2025, Synopsys received a letter from the Bureau of Industry and Security of the U.S. Department of Commerce informing Synopsys of new export restrictions related to China (the “ BIS Letter ”). Synopsys is currently assessing the potential impact of the BIS Letter on its business, operating results and financial condition. Cautionary Statement Regarding Forward…

Regulation FD Disclosure. As previously announced, on January 15, 2024, Synopsys, Inc., a Delaware corporation (“ Synopsys ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Synopsys, ANSYS, Inc., a Delaware corporation (“ Ansys ”), and ALTA Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Synopsys (“ Merger Sub ”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merg…

Other Events. As previously announced on January 15, 2024, Synopsys, Inc., a Delaware corporation (“ Synopsys ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Synopsys, ANSYS, Inc., a Delaware corporation (“ Ansys ”), and ALTA Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Synopsys (“ Merger Sub ”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub will m…

Other Events. On March 19, 2024, Synopsys, Inc. (“ Synopsys ”) and ANSYS, Inc. (“ Ansys ”) mutually agreed to designate Dr. Ajei Gopal, the current President and Chief Executive Officer of Ansys, to become a member of the board of directors of Synopsys upon consummation of Synopsys’ pending acquisition of Ansys in accordance with the terms and conditions of the Agreement and Plan of Merger (the “ Merger Agreement ”) by and among Synopsys, Ansys and ALTA Acquisition Corp., dated January 15, 20…

of Synopsys’ Current Report on Form 8-K filed on November 29, 2023, for additional information about the measures Synopsys uses to evaluate its core business operations. Synopsys is unable to provide a reconciliation of certain non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis because doing so would not be possible without unreasonable effort due to, among other things, the potential variability and limited visibility of the excluded items. For the same…

of Synopsys’ Current Report on Form 8-K filed on August 16, 2023, for additional information about the measures Synopsys uses to evaluate its core business operations. Synopsys is unable to provide a reconciliation of certain non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis because doing so would not be possible without unreasonable effort due to, among other things, the potential variability and limited visibility of the excluded items. For the same re…

of Synopsys’ Current Report on Form 8-K filed on May 17, 2023, for additional information about the measures Synopsys uses to evaluate its core business operations. Synopsys is unable to provide a reconciliation of certain non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis because doing so would not be possible without unreasonable effort due to, among other things, the potential variability and limited visibility of the excluded items. For the same reaso…

of Synopsys’ Current Report on Form 8-K filed on February 15, 2023, for additional information about the measures Synopsys uses to evaluate its core business operations. Synopsys is unable to provide a reconciliation of certain non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis because doing so would not be possible without unreasonable effort due to, among other things, the potential variability and limited visibility of the excluded items. For the same…

of 5 Synopsys’ Current Report on Form 8-K filed on November 30, 2022, for additional information about the measures Synopsys uses to evaluate its core business operations. Synopsys is unable to provide a reconciliation of certain non-GAAP guidance measures to the corresponding GAAP measures on a forward-looking basis because doing so would not be possible without unreasonable effort due to, among other things, the potential variability and limited visibility of the excluded items. Reconciliat…

of Synopsys’ Current Report on Form 8-K filed on August 17, 2022, for additional information about the measures Synopsys uses to evaluate its core business operations. 5 Reconciliation of Third Quarter Fiscal Year 2022 Results The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP net income and earnings per diluted share for the periods indicated below. GAAP to Non-GAAP Reconciliation of Third Quarter Fiscal Year 2022 Results (1) (unaudited and in…

of Synopsys’ Current Report on Form 8-K filed on August 17, 2022, for additional information about the measures Synopsys uses to evaluate its core business operations. 5 Reconciliation of Third Quarter Fiscal Year 2022 Results The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP net income and earnings per diluted share for the periods indicated below. GAAP to Non-GAAP Reconciliation of Third Quarter Fiscal Year 2022 Results (1) (unaudited and in…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 13, 2022, Joseph Logan notified Synopsys, Inc. of his decision to transition from his role as Chief Revenue Officer at the conclusion of fiscal year 2022. Following such date, Mr. Logan will continue in an executive advisory role until the end of the first quarter of fiscal year 2023.

of the Current Report on Form 8-K filed on May 18, 2022 for additional information about the measures Synopsys uses to evaluate its core business operations. Reconciliation of Second Quarter Fiscal Year 2022 Results The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP net income and earnings per diluted share for the periods indicated below. 5 GAAP to Non-GAAP Reconciliation of Second Quarter Fiscal Year 2022 Results (1) (unaudited and in thousan…