Synopsys (SNPS) grows Q2 2026 revenue to $2.28B and raises full-year targets

How is Synopsys (SNPS) segment performance trending in Q2 2026?

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Q: How did Synopsys (SNPS) perform in Q2 fiscal 2026?

Q: What were Synopsys (SNPS) GAAP and non-GAAP EPS in Q2 2026?

Q: What guidance did Synopsys (SNPS) give for full fiscal year 2026?

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Earnings Snapshot

How did Synopsys (SNPS) perform in Q2 fiscal 2026?

What were Synopsys (SNPS) GAAP and non-GAAP EPS in Q2 2026?

What guidance did Synopsys (SNPS) give for full fiscal year 2026?

What do Synopsys (SNPS) cash flow figures show for 2026 year-to-date?

How did Synopsys (SNPS) update revenue targets due to Ansys and divestitures?

Press Releases

Design Automation revenue reached $1.8218 billion, about 80% of total, with adjusted operating margin of 43.3%. Design IP revenue was $454.2 million, or 20% of total, with a 24.4% adjusted operating margin, indicating stronger profitability in Design Automation.

Synopsys delivered strong Q2 revenue of $2.276 billion, up from $1.604 billion a year earlier. GAAP net income fell to $17.1 million, while non-GAAP net income rose to $643.7 million, reflecting large acquisition-related and restructuring adjustments.

GAAP diluted EPS in Q2 fiscal 2026 was $0.09, down from $2.24 a year earlier. Non-GAAP diluted EPS was $3.35, compared with $3.67 in the prior-year quarter, as higher adjustments offset revenue growth on a per-share basis.

Synopsys guided full-year 2026 revenue to $9.625–$9.705 billion and non-GAAP EPS to $14.72–$14.80. The company also targets non-GAAP expenses of $5.675–$5.725 billion and expects about $2.0 billion of free cash flow for the year.

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8-K

Synopsys reported strong top-line growth but sharply lower GAAP profit in its second quarter of fiscal 2026. Revenue reached $2.276 billion, up from $1.604 billion a year earlier, driven by gains in both time-based and upfront product revenue as well as maintenance and services.

GAAP net income from continuing operations fell to $17.1 million, or $0.09 per diluted share, compared with $349.2 million, or $2.24 per diluted share, reflecting large charges for amortization of acquired intangibles, stock-based compensation and restructuring.

On a non-GAAP basis, net income was $643.7 million, or $3.35 per diluted share, versus $572.7 million, or $3.67, showing higher profit dollars but slightly lower per-share earnings. The company raised its full-year 2026 targets, guiding revenue to $9.625–$9.705 billion and non-GAAP EPS to $14.72–$14.80, and now expects about $2.0 billion in free cash flow for the year.

Strong revenue growth and higher outlook: Q2 fiscal 2026 revenue rose to $2.276 billion from $1.604 billion year over year, and Synopsys raised its full-year 2026 guidance, targeting $9.625–$9.705 billion of revenue and non-GAAP EPS of $14.72–$14.80.

Sharp decline in GAAP profitability: GAAP net income from continuing operations fell to $17.1 million, or $0.09 per diluted share, from $349.2 million, or $2.24 per diluted share, driven by large amortization, stock-based compensation and restructuring charges.

Revenue and guidance move higher, GAAP earnings compressed by large acquisition and restructuring costs.

Synopsys grew Q2 fiscal 2026 revenue to $2.276 billion from $1.604 billion, with Design Automation contributing $1.8218 billion. This underscores strong demand for its silicon-to-systems portfolio amid AI-driven chip complexity.

GAAP net income dropped to $17.1 million as amortization of acquired intangibles, stock-based compensation and restructuring charges totaled several hundred million dollars. Non-GAAP net income rose to $643.7 million, and six-month operating cash flow reached $1.486 billion, indicating solid cash generation.

The company raised full-year 2026 revenue guidance midpoint to $9.665 billion and now targets non-GAAP EPS of $14.72–$14.80, including a modest uplift from Ansys channel accounting and a reduction from the planned Processor IP Solutions divestiture. Subsequent quarterly filings will show how execution tracks against these higher targets.

6 items: 0.12, 0.20, 0.45, 0.92, 2.02, 9.01

6 items

Item 0.12 Item 0.12

Item 0.20 Item 0.20

Item 0.45 Item 0.45

Item 0.92 Item 0.92

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Q2 2026 revenue: $2.276 billion Q2 2026 GAAP net income: $17.1 million Q2 2026 non-GAAP net income: $643.7 million +5 more

8 metrics

Q2 2026 revenue $2.276 billion Second quarter fiscal 2026 total revenue vs $1.604B in Q2 2025

Q2 2026 GAAP net income $17.1 million Net income from continuing operations, second quarter fiscal 2026

Q2 2026 non-GAAP net income $643.7 million Non-GAAP net income from continuing operations, second quarter fiscal 2026

Q2 2026 GAAP EPS (diluted) $0.09 per share From continuing operations, second quarter fiscal 2026

Q2 2026 non-GAAP EPS (diluted) $3.35 per share From continuing operations, second quarter fiscal 2026

FY 2026 revenue guidance $9.625–$9.705 billion Full fiscal year 2026 target range

FY 2026 non-GAAP EPS guidance $14.72–$14.80 Target non-GAAP earnings per diluted share, fiscal 2026

Six-month operating cash flow 2026 $1.486 billion Net cash provided by operating activities for six months ended April 30, 2026

non-GAAP, restructuring charges, deferred revenue, Design Automation, +2 more

6 terms

non-GAAP financial

"Second quarter revenue and non-GAAP EPS exceeded guidance."

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

restructuring charges financial

"Restructuring charges | | | 115,894 | | | | — |"

Restructuring charges are costs that a company pays when it changes how it operates, like closing factories or laying off employees. These expenses are often one-time and happen to help the company become more efficient in the long run. They matter because they can affect the company's profits and how investors see its future prospects.

deferred revenue financial

"Deferred revenue | | | 2,419,876 | | | | 2,245,961 |"

Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.

Design Automation financial

"Design Automation, which includes our advanced silicon design, verification products and services, Ansys products"

Design IP financial

"Design IP, which includes our logic libraries, embedded memories, wired interface IP"

free cash flow financial

"Operating Cash Flow | | | | | | | | | | | ~$2,300 | Free Cash Flow (2) | | | | | |"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

Revenue: $2.276 billion · Guidance included

Q2 fiscal 2026

Revenue $2.276 billion

GAAP EPS (diluted) $0.09

Non-GAAP EPS (diluted) $3.35

FY 2026 revenue guidance $9.625–$9.705 billion

FY 2026 non-GAAP EPS guidance $14.72–$14.80

Guidance

Synopsys targets Q3 2026 revenue of $2.410–$2.460 billion and full-year 2026 revenue of $9.625–$9.705 billion, with non-GAAP EPS of $3.63–$3.69 for Q3 and $14.72–$14.80 for the year.

Synopsys delivered strong Q2 revenue of $2.276 billion, up from $1.604 billion a year earlier. GAAP net income fell to $17.1 million, while non-GAAP net income rose to $643.7 million, reflecting large acquisition-related and restructuring adjustments.

GAAP diluted EPS in Q2 fiscal 2026 was $0.09, down from $2.24 a year earlier. Non-GAAP diluted EPS was $3.35, compared with $3.67 in the prior-year quarter, as higher adjustments offset revenue growth on a per-share basis.

Synopsys guided full-year 2026 revenue to $9.625–$9.705 billion and non-GAAP EPS to $14.72–$14.80. The company also targets non-GAAP expenses of $5.675–$5.725 billion and expects about $2.0 billion of free cash flow for the year.

For the first six months of fiscal 2026, Synopsys generated $1.486 billion in net cash from operating activities. After capital expenditures of $89.5 million, the company remains strongly cash-generative and is targeting approximately $2.0 billion of free cash flow for the full year.

Synopsys raised its fiscal 2026 revenue guidance midpoint from $9.610 billion to $9.665 billion. The change reflects a $35 million boost from business performance, a $60 million impact from Ansys channel accounting, and a negative $40 million effect from the Processor IP Solutions divestiture.

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Accepted by SEC EDGAR 05/27/2026 - 04:13 PM

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): May 27, 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 2.02

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 to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by Synopsys whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Exhibit Title

99.1		Press release dated May 27, 2026 containing Synopsys, Inc.’s results of operations for its second fiscal quarter ended April 30, 2026.

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.

Exhibit 99.1

PRESS 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 Posts Financial Results for Second Quarter Fiscal Year 2026

Announces Plan for September 2026 Investor Day

Results Summary

•

Quarterly revenue of $2.276 billion, above prior guidance; quarterly GAAP earnings per diluted share (EPS) of $0.09, and non-GAAP EPS of $3.35

•

Raising expectations for full-year total revenue to $9.665 billion at the midpoint, driven by strong performance across the business and an EPS-neutral Ansys channel-related accounting impact, partly offset by the impending close of the Processor IP Solutions business

•

Raising full-year non-GAAP EPS guidance to $14.76 at the midpoint on expanded operating margin driven by strong cost discipline and accelerating synergies

SUNNYVALE, Calif. – May 27, 2026 – Synopsys, Inc. (Nasdaq: SNPS) today reported results for its second quarter of fiscal year 2026. Revenue for the second quarter of fiscal year 2026 was $2.276 billion, compared to $1.604 billion for the second quarter of fiscal year 2025.

“Synopsys delivered a strong second quarter with solid execution and strength across the business,” said Sassine Ghazi, Synopsys president and CEO. “AI is scaling semiconductor demand, architectural diversity and complexity of chips and the systems they power—driving demand across our portfolio. Our momentum, leadership roadmap, and deep customer engagements are a strong foundation for sustained growth and margin expansion as we solve our customers’ toughest engineering challenges.”

“Second quarter revenue and non-GAAP EPS exceeded guidance. Our continued focus on execution and financial discipline sets us up for a strong second half,” said Shelagh Glaser, CFO of Synopsys. “We are raising our targets for revenue, operating margin, EPS, and free cash flow for the year, as we drive greater efficiency across the business.”

The company plans to host an Investor Day on Sept. 30, during which management will provide additional detail regarding the company’s long-term financial targets and strategy to capitalize on its sizable opportunity as the leader in engineering solutions from silicon to systems.

GAAP Results

On a U.S. generally accepted accounting principles (GAAP) basis, net income for the second quarter of fiscal year 2026 was $17.1 million, or $0.09 per diluted share, compared to $349.2 million, or $2.24 per diluted share, for the second quarter of fiscal year 2025.

Non-GAAP Results

On a non-GAAP basis, net income for the second quarter of fiscal year 2026 was $643.7 million, or $3.35 per diluted share, compared to non-GAAP net income of $572.7 million, or $3.67 per diluted share, for the second quarter of fiscal year 2025.

For a reconciliation of net income, earnings per diluted share and other measures on a GAAP and non-GAAP basis, see “GAAP to Non-GAAP Reconciliation” in the accompanying tables below.

Business Segments

Synopsys reports revenue and operating income in two segments: (1) Design Automation, which includes our advanced silicon design, verification products and services, Ansys products, system integration products and services, digital, custom and field programmable gate array IC design software, verification software and hardware products, manufacturing software products and other; and (2) Design IP, which includes our logic libraries, embedded memories, wired interface IP, memory interface IP, security IP, and embedded processors.

Financial Targets

Synopsys also provided its consolidated financial targets for the third quarter and full fiscal year 2026. These targets assume no further changes to export control restrictions or the current U.S. government “Entity List” restrictions. These targets constitute forward-looking statements and are based on current expectations. For a discussion of factors that could cause actual results to differ materially from these targets, see “Forward-Looking Statements” below.


Third Quarter and Full Fiscal Year 2026 Financial Targets
(in millions, except per share amounts)

	Range for Three Months Ending July 31, 2026						Range for Fiscal Year Ending October 31, 2026
	Low			High			Low			High
Revenue ⁽¹⁾	$	2,410		$	2,460		$	9,625		$	9,705
GAAP Expenses	$	2,075		$	2,125		$	8,469		$	8,599
Non-GAAP Expenses	$	1,440		$	1,470		$	5,675		$	5,725
Non-GAAP Interest and Other Income (Expense), net	$	(121	)	$	(117	)	$	(495	)	$	(485	)
Non-GAAP Tax Rate		18	%		18	%		18	%		18	%
Outstanding Shares (fully diluted)		192			194			192			194
GAAP EPS	$	0.84		$	0.98		$	2.49		$	2.91
Non-GAAP EPS	$	3.63		$	3.69		$	14.72		$	14.80
Operating Cash Flow								~$2,300
Free Cash Flow ⁽²⁾								~$2,000
Capital Expenditures								~$300

(1)

Fiscal year 2026 revenue includes $2.96 billion of expected Ansys revenue (including $60 million related to an accounting impact for Ansys channel partners), and reflects the impact of approximately $110 million of the divested Optical Solutions Group and PowerArtist RTL businesses, and $40 million related to the expected divestiture of the Processor IP Solutions business.

(2)	Free cash flow is calculated as cash provided from operating activities less capital expenditures.


Fiscal Year 2026 Revenue Target Raise Breakdown
(in millions)


	For Fiscal Year Ending
	October 31, 2026
	Prior Guidance Mid-Point		Business Performance		Ansys Channel Accounting Impact		Processor IP Solutions Divestiture			New Guidance Mid-Point
Revenue	$	9,610	+ $	35	+ $	60	($	40	)	$	9,665

For a reconciliation of Synopsys’ third quarter and fiscal year 2026 targets, including expenses, earnings per diluted share and other measures on a GAAP and non-GAAP basis, a discussion of the financial targets that we are not able to reconcile without unreasonable efforts and a discussion of why management believes such measurements provide useful information to investors, see “GAAP to Non-GAAP Reconciliation” in the accompanying tables below.

Earnings Call Open to Investors

Synopsys will hold a conference call for financial analysts and investors today at 2:00 p.m. Pacific Time. A live webcast of the call will be available in the investor relations portion of Synopsys’ corporate website at www.synopsys.com. Synopsys uses its website as a tool to disclose important information about Synopsys and comply with its disclosure obligations under Regulation Fair Disclosure. A webcast replay will also be available on the corporate website from approximately 5:30 p.m. Pacific Time today through the time Synopsys announces its results for the third quarter of fiscal year 2026.

Availability of Final Financial Statements

Synopsys will include final financial statements for the second quarter of fiscal year 2026 in its quarterly report on Form 10-Q to be filed with the Securities and Exchange Commission (SEC) and available at www.sec.gov on or before June 9, 2026.

Continuing Operations

On Sept. 30, 2024, Synopsys completed the sale of its Software Integrity business. Unless otherwise noted, Synopsys’ Software Integrity business has been presented as a discontinued operation in the Synopsys’ consolidated financial statements for all periods presented herein and all financial results and targets are presented herein on a continuing operations basis.

Reconciliation of Second Quarter Fiscal Year 2026 Results

The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP net income, earnings per diluted share, and tax rate for the periods indicated below.


GAAP to Non-GAAP Reconciliation of Second Quarter Fiscal Year 2026 Results
(unaudited and in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2026			2025			2026			2025
GAAP net income from continuing operations attributed to Synopsys	$	17,105		$	349,232		$	82,063		$	644,915
Adjustments:
Amortization of acquired intangible assets		403,631			11,656			807,866			24,252
Stock-based compensation		222,303			201,723			481,027			388,002
Restructuring charges		115,894			—			234,176			—
Acquisition/divestiture related items		23,649			69,514			39,241			144,343
Loss on sale of strategic investments		—			2,435			—			2,435
Tax adjustments		(138,848	)		(61,862	)		(282,170	)		(158,076	)

Non-GAAP net income from continuing operations attributed to Synopsys	$	643,734		$	572,698		$	1,362,203		$	1,045,871


	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2026			2025			2026			2025
GAAP net income from continuing operations per diluted share attributed to Synopsys	$	0.09		$	2.24		$	0.43		$	4.13
Adjustments:
Amortization of acquired intangible assets		2.10			0.07			4.22			0.16
Stock-based compensation		1.16			1.29			2.51			2.48
Restructuring charges		0.60			—			1.22			—
Acquisition/divestiture related items		0.12			0.45			0.20			0.92
Loss on sale of strategic investments		—			0.02			—			0.02
Tax adjustments		(0.72	)		(0.40	)		(1.47	)		(1.02	)

Non-GAAP net income from continuing operations per diluted share attributed to Synopsys	$	3.35		$	3.67		$	7.11		$	6.69

Shares used in computing net income per diluted share amounts:		192,144			156,088			191,580			156,218

GAAP to Non-GAAP Tax Rate Reconciliation

(unaudited)


	Three Months Ended			Six Months Ended
	April 30, 2026			April 30, 2026
GAAP effective tax rate		12.5	%		17.0	%
Stock-based compensation		9.7	%		4.7	%
Restructuring charges		(2.1	)%		(2.1	)%
Income tax adjustments ⁽¹⁾		(2.1	)%		(1.6	)%

Non-GAAP effective tax rate		18.0	%		18.0	%

(1)	The tax adjustments are primarily due to differences in the tax rate effect of certain deductions, such as the deduction for foreign-derived intangible income and credits.

Reconciliation of 2026 Targets

The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP targets for the periods indicated below.


GAAP to Non-GAAP Reconciliation of Third Quarter Fiscal Year 2026 Targets
(in thousands, except per share amounts)

	Range for Three Months Ending
	July 31, 2026
	Low			High
Target GAAP expenses	$	2,075,000		$	2,125,000
Adjustments:
Amortization of acquired intangible assets		(400,000	)		(405,000	)
Stock-based compensation		(230,000	)		(240,000	)
Restructuring charges		(5,000	)		(10,000	)

Target non-GAAP expenses	$	1,440,000		$	1,470,000


	Range for Three Months Ending
	July 31, 2026
	Low			High
Target GAAP earnings per diluted share attributed to Synopsys	$	0.84		$	0.98
Adjustments:
Amortization of acquired intangible assets		2.10			2.07
Stock-based compensation		1.24			1.19
Restructuring charges		0.05			0.03
Tax adjustments		(0.60	)		(0.58	)

Target non-GAAP earnings per diluted share attributed to Synopsys	$	3.63		$	3.69

Shares used in non-GAAP calculation (midpoint of target range)		193,000			193,000


GAAP to Non-GAAP Reconciliation of Full Fiscal Year 2026 Targets
(in thousands, except per share amounts)

	Range for Fiscal Year Ending
	October 31, 2026
	Low			High
Target GAAP expenses	$	8,469,241		$	8,599,241
Adjustments:
Amortization of acquired intangible assets		(1,610,000	)		(1,620,000	)
Stock-based compensation		(945,000	)		(965,000	)
Restructuring charges		(200,000	)		(250,000	)
Acquisition/divestiture related items ⁽¹⁾		(39,241	)		(39,241	)

Target non-GAAP expenses	$	5,675,000		$	5,725,000


	Range for Fiscal Year Ending
	October 31, 2026
	Low			High
Target GAAP earnings per diluted share attributed to Synopsys	$	2.49		$	2.91
Adjustments:
Amortization of acquired intangible assets		8.39			8.34
Stock-based compensation		5.00			4.90
Restructuring charges		1.30			1.04
Acquisition/divestiture related items ⁽¹⁾		0.20			0.20
Tax adjustments		(2.66	)		(2.59	)

Target non-GAAP earnings per diluted share attributed to Synopsys	$	14.72		$	14.80

Shares used in non-GAAP calculation (midpoint of target range)		193,000			193,000

(1)	Adjustments reflect actual expenses incurred by Synopsys as of April 30, 2026, and do not fully reflect all potential adjustments for future periods for the reasons set forth in “GAAP to Non-GAAP Reconciliation” below.

Forward-Looking Statements

This press release and the investor conference call contain forward-looking statements, including, but not limited to, statements concerning our short-term and long-term financial targets, expectations and objectives; our businesses, business segments, strategies, partnerships, initiatives and opportunities, including, among other things, the reallocation of resources in our Design IP segment to higher growth opportunities and planned restructuring activities; industry growth and technological trends, such as artificial intelligence, including our development and planned commercialization thereof; business and market outlook; the potential impact of the uncertain macroeconomic environment and global economic conditions on our financial results; the impact of current and future U.S. and foreign trade regulations, government actions and regulatory changes, such as export control restrictions and tariffs; the ANSYS, Inc. (Ansys) integration and its expected impact, including expected synergies and the timing thereof, our ability to create joint solutions as a combined company, and related accounting changes; planned acquisitions or divestitures, including the expected completion of the sale of the Processor IP Solutions business, and their anticipated timing and impact; our key customers, customer concentration, customer engagement, customer demand and market expansion; results and

strategies related to our products, technology and services, including product development and our planned product releases and capabilities; the expected realization of our contracted but unsatisfied or partially unsatisfied performance obligations (backlog); planned stock repurchases; our expected tax rate; and the status, expected outcome or expected impact of litigation and/or regulatory investigations. These statements involve risks, uncertainties and other factors that could cause our 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: macroeconomic conditions and geopolitical uncertainty in the global economy; uncertainty in the growth of the semiconductor and electronics industries; the highly competitive industry we operate in; actions by the U.S. or foreign governments, such as the imposition of additional export restrictions or tariffs; consolidation among our customers and our dependence on a relatively small number of large customers; risks and compliance obligations relating to the global nature of our operations; failure to realize the benefits expected from the transactions we complete, including the acquisition of Ansys (the Ansys Merger) or unexpected difficulties or expenditures arising therefrom; risks related to inaccuracies in, or failures to achieve, our operational and business metrics or forecasts of growth; and more. Additional information on potential risks, uncertainties and other factors that could affect Synopsys’ results is included in filings we make with the SEC from time to time, including in the sections entitled “Risk Factors” in our latest Annual Report on Form 10-K and in our latest Quarterly Report on Form 10-Q. The financial information contained in this press release should be read in conjunction with the consolidated financial statements and notes thereto included in Synopsys’ most recent reports on Forms 10-K and 10-Q, each as may be amended from time to time. Synopsys’ financial results for its second quarter of fiscal year 2026 are not necessarily indicative of Synopsys’ operating results for any future periods.

Effectiveness of Information

The targets included in this press release, the statements made during the earnings conference call, the information contained in the financial supplement and the corporate overview presentation, each of which are available in the investor relations portion of Synopsys’ corporate website at www.synopsys.com (collectively, the Earnings Materials), represent Synopsys’ expectations and beliefs as of May 27, 2026. Although these Earnings Materials are expected to remain available on Synopsys’ website through the time Synopsys announces its results for the third quarter of fiscal year 2026, their continued availability through such time does not mean that Synopsys is reaffirming or confirming their continued validity. Synopsys undertakes no duty, and does not intend, to update any forward-looking statement, including any targets, provided in the Earnings Materials, whether as a result of new information, future events or otherwise, unless required by law.


SYNOPSYS, INC.
Unaudited Condensed Consolidated Statements of Income
(in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2026			2025			2026			2025
Revenue:
Time-based products	$	945,624		$	828,326		$	1,897,165		$	1,656,564
Upfront products		546,252			510,676			1,287,782			878,800

Total products revenue		1,491,876			1,339,002			3,184,947			2,535,364
Maintenance and service		784,109			265,264			1,499,836			524,217

Total revenue		2,275,985			1,604,266			4,684,783			3,059,581
Cost of revenue:
Products		232,897			216,216			475,299			385,058
Maintenance and service		148,597			94,471			295,335			187,008
Amortization of acquired intangible assets		248,356			7,660			496,598			16,256

Total cost of revenue		629,850			318,347			1,267,232			588,322

Gross margin		1,646,135			1,285,919			3,417,551			2,471,259
Operating expenses:
Research and development		700,124			553,979			1,415,112			1,107,195
Sales and marketing		381,998			215,021			778,373			424,220
General and administrative		172,418			136,497			355,150			303,583
Amortization of acquired intangible assets		155,275			3,996			311,268			7,996
Restructuring charges		115,894			—			234,176			—

Total operating expenses		1,525,709			909,493			3,094,079			1,842,994

Operating income		120,426			376,426			323,472			628,265
Interest expense		(133,364	)		(94,336	)		(296,079	)		(105,475	)
Other income (expense), net		32,214			114,101			70,936			164,518

Income before income taxes		19,276			396,191			98,329			687,308
Provision for income taxes		2,408			47,181			16,745			40,887

Net income from continuing operations		16,868			349,010			81,584			646,421
Loss from discontinued operations, net of income taxes		—			(3,900	)		—			(3,900	)

Net income		16,868			345,110			81,584			642,521
Less: Net income (loss) attributed to non-controlling interest and redeemable non-controlling interest		(237	)		(222	)		(479	)		1,506

Net income attributed to Synopsys	$	17,105		$	345,332		$	82,063		$	641,015

Net income (loss) attributed to Synopsys
Continuing operations	$	17,105		$	349,232		$	82,063		$	644,915
Discontinued operations		—			(3,900	)		—			(3,900	)

Net income	$	17,105		$	345,332		$	82,063		$	641,015

Net income (loss) per share attributed to Synopsys - basic:
Continuing operations	$	0.09		$	2.25		$	0.43		$	4.17
Discontinued operations		—			(0.02	)		—			(0.03	)

Basic net income per share	$	0.09		$	2.23		$	0.43		$	4.14

Net income (loss) per share attributed to Synopsys - diluted:
Continuing operations	$	0.09		$	2.24		$	0.43		$	4.13
Discontinued operations		—			(0.03	)		—			(0.03	)

Diluted net income per share	$	0.09		$	2.21		$	0.43		$	4.10

Shares used in computing per share amounts:
Basic		191,464			154,927			190,513			154,666

Diluted		192,144			156,088			191,580			156,218


SYNOPSYS, INC.
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except par value amounts)

	April 30, 2026			October 31, 2025
ASSETS:
Current assets:
Cash and cash equivalents	$	2,412,472		$	2,888,030
Short-term investments		71,966			72,929

Total cash, cash equivalents and short-term investments		2,484,438			2,960,959
Accounts receivable, net		1,267,305			1,505,427
Inventories		441,836			365,190
Prepaid and other current assets		1,195,391			1,180,526
Current assets held for sale		48,248			—

Total current assets		5,437,218			6,012,102
Property and equipment, net		714,744			696,693
Operating lease right-of-use assets, net		697,112			702,008
Goodwill		26,853,807			26,899,215
Intangible assets, net		11,875,418			12,679,591
Deferred income taxes		113,642			112,159
Other long-term assets		1,197,086			1,122,693

Total assets	$	46,889,027		$	48,224,461

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable and accrued liabilities	$	1,185,204		$	1,326,211
Operating lease liabilities		135,523			128,205
Deferred revenue		2,419,876			2,245,961
Short-term debt		22,117			22,117
Current liabilities held for sale		27,912			—

Total current liabilities		3,790,632			3,722,494
Long-term operating lease liabilities		670,475			680,698
Long-term deferred revenue		389,419			382,557
Long-term debt		10,013,845			13,462,398
Other long-term liabilities		1,547,591			1,649,299

Total liabilities		16,411,962			19,897,446

Stockholders’ equity:
Preferred stock, $0.01 par value: 2,000 shares authorized; none outstanding		—			—
Common stock, $0.01 par value: 400,000 shares authorized; 191,444 and 185,994 shares outstanding, respectively		1,928			1,860
Capital in excess of par value		20,565,562			18,640,947
Retained earnings		10,397,550			10,315,487
Treasury stock, at cost: 593 and 1,222 shares, respectively		(242,827	)		(398,278	)
Accumulated other comprehensive loss		(244,082	)		(232,414	)

Total Synopsys stockholders’ equity		30,478,131			28,327,602
Non-controlling interest		(1,066	)		(587	)

Total stockholders’ equity		30,477,065			28,327,015

Total liabilities and stockholders’ equity	$	46,889,027		$	48,224,461


SYNOPSYS, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

	Six Months Ended April 30,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	81,584		$	642,521
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation		907,177			96,838
Reduction of operating lease right-of-use assets		72,852			51,728
Amortization of capitalized costs to obtain revenue contracts		41,158			25,405
Stock-based compensation		481,027			388,186
Allowance for credit losses		14,842			15,940
Loss on sale of strategic investments		—			2,435
Gain on sale of building		—			(51,385	)
Loss on divestitures, net of transaction costs		—			8,299
Amortization of bridge financing costs		—			40,411
Amortization of debt issuance costs		16,903			2,348
Deferred income taxes		(121,045	)		(237,170	)
Other		(153	)		(181	)
Net changes in operating assets and liabilities, net of effects from acquisitions and dispositions:
Accounts receivable		234,512			(74,098	)
Inventories		(85,832	)		(39,766	)
Prepaid and other current assets		44,649			(140,472	)
Other long-term assets		(87,060	)		(36,058	)
Accounts payable and accrued liabilities		(114,629	)		(242,529	)
Operating lease liabilities		(74,166	)		(48,617	)
Income taxes		(122,420	)		(36,870	)
Deferred revenue		196,367			(37,412	)
Unrealized loss on settlement of interest rate treasury lock		—			(121,643	)

Net cash provided by operating activities		1,485,766			207,910

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of short-term investments		11,180			35,461
Proceeds from sales of short-term investments		3,656			22,015
Purchases of short-term investments		(13,903	)		(47,558	)
Purchases of strategic investments		(781	)		(3,368	)
Purchases of property and equipment, net		(89,518	)		(96,303	)
Proceeds from sale of building		—			74,279
Proceeds from business divestiture, net of cash divested		—			70,082
Other		—			(611	)

Net cash provided by (used in) investing activities		(89,366	)		53,997

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt, net of issuance costs		—			10,034,464
Repayment of debt		(3,462,369	)		(1,289	)
Issuances of common stock		116,136			118,308
Payments for taxes related to net share settlement of equity awards		(217,884	)		(166,872	)
Common stock issuance for private placement		2,000,000			—
Purchase of equity forward contract		(37,500	)		—
Purchases of treasury stock		(262,500	)		—
Redemption of redeemable non-controlling interest		—			(30,000	)

Net cash provided by (used in) financing activities		(1,864,117	)		9,954,611
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(9,247	)		8,186

Net change in cash, cash equivalents and restricted cash		(476,964	)		10,224,704
Cash, cash equivalents and restricted cash, beginning of year		2,893,721			3,898,729

Cash, cash equivalents and restricted cash, end of period	$	2,416,757		$	14,123,433

Synopsys provides segment information, namely revenue, adjusted segment operating income and adjusted segment operating margin, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 280, Segment Reporting. Synopsys’ chief operating decision maker (CODM) is our Chief Executive Officer. In evaluating our business segments, the CODM considers the income and expenses that the CODM believes are directly related to those segments. The CODM does not allocate certain operating expenses managed at a consolidated level to our business segments and, as a result, the reported operating income and operating margin do not include these unallocated expenses as shown in the table below. These unallocated expenses are presented in the table below to provide a reconciliation of the total adjusted operating income from segments to our consolidated operating income:


SYNOPSYS, INC.
Business Segment Reporting ⁽¹⁾
(in millions)

	Three Months Ended April 30, 2026			Three Months Ended April 30, 2025			Six Months Ended April 30, 2026			Six Months Ended April 30, 2025
Revenue by segment
- Design Automation	$	1,821.8		$	1,122.3		$	3,823.6		$	2,142.5
% of Total		80.0	%		70.0	%		81.6	%		70.0	%
- Design IP	$	454.2		$	482.0		$	861.2		$	917.1
% of Total		20.0	%		30.0	%		18.4	%		30.0	%
Adjusted operating income by segment
- Design Automation	$	789.1		$	458.8		$	1,736.6		$	863.4
- Design IP	$	110.6		$	150.5		$	176.8		$	277.1
Adjusted operating margin by segment
- Design Automation		43.3	%		40.9	%		45.4	%		40.3	%
- Design IP		24.4	%		31.2	%		20.5	%		30.2	%


Total Adjusted Segment Operating Income Reconciliation ⁽¹⁾
(in millions)

	Three Months Ended April 30, 2026		Three Months Ended April 30, 2025			Six Months Ended April 30, 2026		Six Months Ended April 30, 2025
GAAP total operating income – as reported	$	120.4	$	376.4		$	323.5	$	628.3
Other expenses managed at consolidated level
Amortization of acquired intangible assets		403.6		11.7			807.9		24.3
Stock-based compensation⁽²⁾		222.3		201.7			481.0		388.2
Restructuring charges		115.9		—			234.2		—
Acquisition/divestiture related items ⁽³⁾		23.6		39.6			39.2		100.3
Non-qualified deferred compensation plan		13.8		(20.1	)		27.6		(0.5	)

Total adjusted segment operating income	$	899.7	$	609.3		$	1,913.4	$	1,140.5

(1) Synopsys manages the business on a long-term, annual basis, and considers quarterly fluctuations of revenue and profitability as normal elements of our business. Amounts may not foot due to rounding.

(2) The adjustment includes non-GAAP expenses attributable to non-controlling interest and redeemable non-controlling interest.

(3) The adjustment excludes the amortization of bridge financing costs entered into in connection with the Ansys Merger that was recorded in interest expense, and certain divestiture related items that were recorded in other income (expense), net in our unaudited condensed consolidated statements of income.

GAAP to Non-GAAP Reconciliation

Synopsys continues to provide all information required in accordance with GAAP but acknowledges evaluating its ongoing operating results may not be as useful if an investor is limited to reviewing only GAAP financial measures. Accordingly, Synopsys presents non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate Synopsys’ operating results in a manner that focuses on what Synopsys believes to be its core business operations and what Synopsys uses to evaluate its business operations and for internal budgeting and resource allocation purposes. This press release includes non-GAAP earnings per diluted share, non-GAAP net income and non-GAAP tax rate for the periods presented. It also includes future estimates for non-GAAP expenses, non-GAAP interest and other income (expense), net, non-GAAP tax rate, non-GAAP earnings per diluted share and free cash flow. These non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

When possible, Synopsys provides a reconciliation of non-GAAP financial measures to their most closely applicable GAAP financial measures. Synopsys is unable to provide a full reconciliation of certain third quarter and full fiscal year 2026 non-GAAP financial targets to the corresponding GAAP financial measures on a forward-looking basis because Synopsys believes that it would not be possible for it to have the required information necessary to quantitatively reconcile such measures with sufficient precision without unreasonable efforts due to, among other things, the potential variability and limited predictability of the excluded adjustment items necessary for a full reconciliation such as certain acquisition/divestiture related items, tax deduction variability, changes in the fair value of non-qualified deferred compensation plan, and gains (losses) on the sale of strategic investments. For the same reasons, Synopsys is unable to address the probable significance of the unavailable information.

Synopsys’ management does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, as superior to, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, the corresponding GAAP financial measures. Synopsys’ management believes the presentation of non-GAAP financial measures, when shown

in conjunction with the corresponding GAAP financial measures, provides useful information to investors allowing them to view financial and business trends relating to our financial condition and results of operations through the eyes of management. Synopsys’ management evaluates and makes decisions about our business operations using both GAAP financial measures and non-GAAP financial measures to help facilitate internal comparisons to Synopsys’ historical operating results and forecasted targets, planning and forecasting in subsequent periods and comparisons to competitors’ operating results.

The following are descriptions of the adjustments made to reconcile non-GAAP financial measures (other than free cash flow, which is defined in the footnote to the Financial Targets table above) to the most directly comparable GAAP financial measures:

(i) Amortization of acquired intangible assets. We incur expenses from the amortization of acquired intangible assets, which may include impairment charges from write-downs of acquired intangible assets. Acquired intangible assets include, among other things, core/developed technology, customer relationships, contract rights, trademarks and trade names, and other intangibles related to acquisitions. We amortize the intangible assets over their estimated useful lives. We do not enter into acquisitions on a predictable cycle. The amount of an acquisition’s purchase price allocated to intangible assets and their estimated useful lives can vary significantly and are unique to each acquisition. From time to time, we incur impairment charges due to write-downs of acquired intangible assets. We believe that the presentation of non-GAAP financial measures that adjust for the amortization of intangible assets, including impairment charges, provides investors and others with a consistent basis for comparison across accounting periods. We also exclude this item because such expenses are non-cash in nature and we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our core operational performance and liquidity, and ability to invest in research and development and fund future acquisitions and capital expenditures.

(ii) Stock-based compensation. Stock-based compensation expenses consist primarily of expenses related to restricted stock units, stock options, employee stock purchase rights and other stock awards, including such expenses associated with acquisitions. We exclude stock-based compensation expense from our non-GAAP financial measures primarily because it is not an expense that typically requires or will require cash settlement by us. Further, the expense for the fair value of the stock-based instruments we utilize may bear little resemblance to the actual value realized upon the vesting or future exercise of the related stock-based awards and, therefore, is not used by management to assess the core profitability of our business operations.

(iii) Acquisition/divestiture related items. In connection with certain of our business combinations and/or divestitures, we incur significant expenses that we would not have otherwise incurred as part of our business operations. These expenses include, among other things, compensation expenses, professional fees and other direct expenses, concurrent restructuring activities and divestiture activities, including employee severance and other exit costs, bridge financing costs, costs related to integration activities, debt forgiveness, changes to the fair value of contingent consideration related to the acquired company, and amortization of the fair value difference of below-market value assets arising from arrangements entered into or acquired in conjunction with an acquisition. We also recognize the gains and losses from the mark-up of equity or cost method investments to fair value upon obtaining control through acquisition. We exclude these items because they are related to acquisitions and divestitures and have no direct correlation to the core operation of our business. Further, because we do not acquire or divest businesses on a predictable cycle and the terms of each transaction can vary significantly and are unique to each transaction, we believe it is useful to exclude such expenses when looking for a consistent basis for comparison across accounting periods.

(iv) Restructuring charges. We initiate restructuring activities to align our costs to our operating plans and business strategies based on then-current economic conditions, and such activities have a specific and defined term. Restructuring costs generally include severance and other termination benefits related to voluntary retirement programs, involuntary headcount reductions and facilities closures. Such restructuring costs include elimination of operational redundancy, permanent reductions in workforce and facilities closures and, therefore, are not considered by us to be a part of the core operation of our business and are not used by management when assessing the core profitability and performance of our business operations.

(v) Gains (losses) on the sale of strategic investments. We exclude gains and losses on the sale of equity investments in privately held companies because we do not believe they are reflective of our core business and operating results.

(vi) Deferred compensation. We exclude changes in the fair value of our non-qualified deferred compensation plan because we do not use these to assess the core profitability of our business operations.

(vii) Income tax effect of non-GAAP pre-tax adjustments. Excluding the income tax effect of non-GAAP pre-tax adjustments from the provision for income taxes assists investors in understanding the tax provision associated with those adjustments and the effect on net income. Beginning in fiscal year 2026, we transitioned from an annual non-GAAP tax rate to a three-year normalized non-GAAP tax rate of 18.0%. We believe this will provide better consistency across reporting periods by eliminating the effects of non-recurring and period-specific items, which can vary in size and frequency and do not necessarily reflect our normal operations. This rate is based on our projected annual rate through fiscal year 2028, primarily due to the completion of the acquisition of Ansys in the third quarter of fiscal year 2025 and the enactment of the One Big Beautiful Bill Act (the OBBB), which affects taxable income starting in fiscal year 2026 over the next several years. In projecting this rate, we evaluated our historical and projected mix of U.S. and international profit before tax, excluding the impact of stock-based compensation, the amortization of purchased intangibles and other GAAP only adjustments described above. We also considered other factors, including our current tax structure, U.S. tax law changes, such as the OBBB which impacts Synopsys’ expensing of U.S. research expenditures commencing in fiscal year 2026, and changes to foreign derived intangible income commencing in fiscal year 2027.

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.

^© 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.

Source: View Original Filing on SEC EDGAR

4 documents

SYNOPSYS, INC.

Dated: May 27, 2026

/S/ JANET LEE

General Counsel and Corporate Secretary

EX-99.1 EX-99.1 280.2 KB