Synopsys (Nasdaq: SNPS) starts $250M accelerated stock repurchase program

Rhea-AI Filing Summary

Synopsys, Inc. has entered into a $250 million accelerated share repurchase (ASR) agreement with The Bank of Nova Scotia to buy back its common stock. Under the ASR terms, Synopsys will receive an initial delivery of approximately 513,000 shares, with any remaining shares to be settled on or before June 1, 2026. The final number of shares repurchased will depend on the average daily volume-weighted average price of Synopsys stock during the repurchase period, reduced by a discount.

Insights

Equity capital markets analyst

Synopsys commits $250M to an accelerated stock repurchase that will reduce cash and may lower share count.

Synopsys is deploying $250 million through an accelerated share repurchase with The Bank of Nova Scotia. It receives about 513,000 shares up front, with the rest delivered after the program ends by June 1, 2026.

The ultimate share count depends on the stock’s volume-weighted average price during the ASR period, less a discount. A higher average price results in fewer shares retired for the same dollar amount, while a lower average price increases shares repurchased.

The arrangement concentrates repurchases into a defined window, which can affect per-share metrics depending on future earnings and prices. Execution also relies on the bank’s ability to buy or borrow shares in varying market conditions outlined in the forward-looking statements.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

SYNOPSYS INC false 0000883241 0000883241 2026-03-02 2026-03-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): March 2, 2026

SYNOPSYS, INC.

(Exact name of registrant as specified in charter)

Delaware		000-19807		56-1546236
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

675 Almanor Ave

Sunnyvale, California 94085

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (650) 584-5000

N/A

(Former name or former address, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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 Symbol(s)		Name of each exchange on which registered
Common Stock (par value of $0.01 per share)		SNPS		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 ☐

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. ☐

Item 8.01 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Title
99.1		Press release dated March 2, 2026 announcing Synopsys, Inc.’s entry into $250 million accelerated share repurchase agreement.
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, hereunto duly authorized.

				SYNOPSYS, INC.
Dated: March 2, 2026				By:		/S/ JANET LEE
						Janet Lee
						General Counsel and Corporate Secretary

Exhibit 99.1

NEWS RELEASE

INVESTOR CONTACT:

Tushar Jain

Synopsys, Inc.

650-584-4289

Synopsys-ir@synopsys.com

EDITORIAL CONTACT:

Cara Walker

Synopsys, Inc.

650-584-5000

corp-pr@synopsys.com

Synopsys Initiates $250 Million Accelerated Share Repurchase Agreement

SUNNYVALE, Calif. – Mar. 2, 2026 – Synopsys, Inc. (Nasdaq: SNPS) today announced that it has entered into an accelerated share repurchase agreement (ASR) with The Bank of Nova Scotia to repurchase an aggregate of $250 million of Synopsys stock.

Under the terms of the ASR, Synopsys will receive an aggregate initial share delivery of approximately 513,000 shares, with the remainder, if any, to be settled on or before June 1, 2026, upon completion of the repurchases. The specific number of shares that Synopsys ultimately repurchases under the ASR will be based on the average of Synopsys’ daily volume-weighted average share prices during the repurchase period, less a discount.

About Synopsys

Synopsys, Inc. (Nasdaq: SNPS) is the leader in engineering solutions from silicon to systems, enabling customers to rapidly innovate AI-powered products. We deliver industry-leading silicon design, IP, simulation and analysis solutions, and design services. We partner closely with our customers across a wide range of industries to maximize their R&D capability and productivity, powering innovation today that ignites the ingenuity of tomorrow. Learn more at www.synopsys.com.

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^© 2026 Synopsys, Inc. All rights reserved. Synopsys, Ansys, the Synopsys and Ansys logos, and other Synopsys trademarks are available at https://www.synopsys.com/company/legal/trademarks-brands.html. Other company or product names may be trademarks of their respective owners.

Forward-Looking Statements

This press release contains certain forward-looking statements regarding the expected settlement of the ASR. These statements involve risks, uncertainties, and other factors that could cause our actual results, timeframes, 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 the market price of Synopsys common stock during the repurchase period; the ability of The Bank of Nova Scotia to buy or borrow shares of Synopsys common stock; the impact of global and regional economic and market conditions, including illiquidity and other risks of instability in the banking and financial services industry; and the risks more fully described in filings Synopsys makes with the SEC from time to time, including in the sections entitled “Risk Factors” in Synopsys’ latest Annual Report on Form 10-K and latest Quarterly Reports on Form 10-Q. Synopsys undertakes no duty to, and does not intend to, update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law.

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FAQ

What did Synopsys (SNPS) announce in its latest 8-K filing?

Synopsys announced a $250 million accelerated share repurchase agreement with The Bank of Nova Scotia. The deal uses an upfront share delivery and later true-up based on volume-weighted average prices during the repurchase period, potentially reducing the company’s share count over time.

How large is Synopsys’ new accelerated share repurchase program?

The accelerated share repurchase program is sized at $250 million. Synopsys will repurchase its common stock under this agreement, combining an initial delivery of approximately 513,000 shares with additional shares to be determined by average trading prices during the repurchase period.

When will Synopsys’ $250 million accelerated share repurchase settle?

The ASR is expected to be fully settled on or before June 1, 2026. Synopsys receives about 513,000 shares initially, and the final share amount is adjusted at settlement based on the daily volume-weighted average share price, less a discount, over the program term.

How is the final number of Synopsys shares in the ASR determined?

The final share count is based on the average of Synopsys’ daily volume-weighted average share prices during the ASR period, reduced by a discount. If the stock trades higher, fewer shares are repurchased for $250 million; if lower, more shares are bought back.

Who is Synopsys’ counterparty for the $250 million share repurchase?

The counterparty is The Bank of Nova Scotia, which will buy or borrow Synopsys shares to deliver under the ASR. Its ability to source shares, along with broader market and banking sector conditions, are identified as key risk factors for completing the transactions as expected.

What risks does Synopsys highlight regarding its accelerated share repurchase?

Synopsys cites risks including the market price of its common stock, The Bank of Nova Scotia’s ability to buy or borrow shares, and global economic and financial sector conditions. These factors could cause actual ASR results or timing to differ from the company’s forward-looking expectations.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 6.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB