8-K – 2025-12-01 – d36680d8k.htm

8-K

SYNOPSYS INC false 0000883241 0000883241 2025-12-01 2025-12-01
 
 
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): December 1, 2025
 
 

SYNOPSYS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 

 

Delaware
 
000-19807
 
56-1546236

(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)

 
(I.R.S. Employer
Identification Number)
675 Almanor Ave.
Sunnyvale , California 94085
(Address of Principal Executive Offices) (Zip Code)
(650) 584-5000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
 

☐
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 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 3.02
Unregistered Sales of Equity Securities.

On December 1, 2025, Synopsys, Inc. (“ Synopsys ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with NVIDIA Corporation (“ NVIDIA ”). Pursuant to the Purchase Agreement, NVIDIA purchased 4,821,717 shares of Synopsys’ common stock, par value $0.01 per share (the “ Shares ”), at a price per share of $414.79, for an aggregate purchase price of $2 billion in cash. The Shares are being issued to NVIDIA in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.
 

Item 7.01
Regulation FD Disclosure.

The joint press release issued by Synopsys and NVIDIA, dated December 1, 2025, announcing, among other things, the private placement pursuant to the Purchase Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
 

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
 

Exhibit
Number

  
Description

99.1
  
Joint Press Release issued by Synopsys, Inc. and NVIDIA Corporation, dated December 1, 2025.

104
  
Cover Page Interactive Data File (formatted as Inline XBRL).

 

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: December 1, 2025
 

 
By:
 
/s/ Janet Lee

 

 
Name:
 
Janet Lee

 

 
Title:
 
General Counsel and Corporate Secretary