8-K – 2026-02-25 – d921168d8k.htm

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8-K

SYNOPSYS INC false 0000883241 0000883241 2026-02-25 2026-02-25
 
 
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): February 25, 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 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 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 8.01
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.
 

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
 

Exhibit
Number

  
Exhibit Title

99.1
  
Press release dated February 25, 2026 containing Synopsys, Inc.’s results of operations for its first fiscal quarter ended January 31, 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.
 

 

 
SYNOPSYS, INC.

Dated: February 25, 2026
 

 
By:
 
/ S / J ANET L EE

 
 
 
 
 
 
Janet Lee

 
 
 
 
 
 
General Counsel and Corporate Secretary