SYNOPSYS INC false 0000883241 0000883241 2026-10-05 2026-10-05
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): October 5, 2026
SYNOPSYS, INC.
(Exact name of registrant as specified in charter)
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| Delaware |
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000-19807 |
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56-1546236 |
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(Commission File Number) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading
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Name of each exchange on which registered |
Common Stock
(par value of $0.01 per share) |
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SNPS |
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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. ☐
On October 5, 2026, Synopsys, Inc. (“Synopsys”) issued a press release announcing its entry into an accelerated share repurchase agreement with JPMorgan Chase Bank, National Association to repurchase an aggregate of $1 billion 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.
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
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Exhibit Title |
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| 99.1 |
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Press release dated October 5, 2026 announcing Synopsys, Inc.’s entry into $1 billion accelerated share repurchase agreement. |
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| 104 |
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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.
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SYNOPSYS, INC. |
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| Dated: October 5, 2026 |
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By: |
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/S/ JANET LEE |
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Janet Lee |
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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 $1 Billion Accelerated Share Repurchase Agreement
SUNNYVALE, Calif. – Oct. 5, 2026 – Synopsys, Inc. (Nasdaq: SNPS) today announced that it has entered into an
accelerated share repurchase agreement (ASR) with JPMorgan Chase Bank, National Association to repurchase an aggregate of $1 billion of Synopsys stock.
Under the terms of the ASR, Synopsys will receive an aggregate initial share delivery of approximately 1,735,000 shares, with the remainder, if any, to be
settled on or before January 5, 2027, 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 JPMorgan Chase Bank, National
Association 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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