Results of Operations and Financial Condition. On August 26, 2026, Synopsys, Inc. (“ Synopsys ”) issued a press release announcing the financial results of its third fiscal quarter ended July 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 o…

includes certain forward-looking statements with respect to the size and scope of the restructuring, and the approximate amount and expected timing of the related charges. These statements involve risks, uncertainties and other factors that could cause Synopsys’ 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, Synopsys’ ability to implement…

General Counsel — Janet Lee: The General Counsel is stepping down from her executive role to transition into an advisory capacity, representing a planned departure rather than a sudden shock or routine election.

Director — Mr. Cohn: Mr. Cohn was appointed as a director without any unusual arrangements or understandings.

Entry into a Material Definitive Agreement. On May 26, 2026, Synopsys, Inc. (“ Synopsys ”) entered into a Cooperation Agreement (the “ Agreement ”) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, “ Elliott ”). Pursuant to the Agreement, the Board of Directors of Synopsys (the “ Board ”) agreed to increase the size of the Board by one, appoint Jesse Cohn to the Board, effective as of June 1, 2026 (the “ Effective Date ”), with an…

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 t…

Approval of an amended and restated equity incentive plan.

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.

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 de…

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.

Director — Peter A. Shimer: Synopsys appointed Peter A. Shimer as a new director and member of the Audit Committee.

Results of Operations and Financial Condition. On December 10, 2025, Synopsys, Inc. (“ Synopsys ”, “ we ”, “ our ”, or “ us ”) issued a press release announcing the financial results of its fourth fiscal quarter and fiscal year ended October 31, 2025. 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…

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

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 rel…

includes certain forward-looking statements with respect to the size and scope of the restructuring, and the approximate amount and expected timing of the related charges. These statements involve risks, uncertainties and other factors that could cause Synopsys’ 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, Synopsys’ ability to implement…

Chief Revenue Officer — Rick Mahoney: Rick Mahoney will no longer serve as Chief Revenue Officer, and the company is in advanced stages of its search for a replacement.

member of the Corporate Governance and Nominating Committee — Mr. Vijayaraghavan: Mr. Vijayaraghavan was appointed to serve on the Corporate Governance and Nominating Committee.

Results of Operations and Financial Condition. On September 9, 2025, Synopsys, Inc. (“ Synopsys ”, “ we ”, “ our ”, or “ us ”) issued a press release announcing the financial results of its third fiscal quarter ended July 31, 2025. 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 deeme…

Director — Dr. Ajei Gopal and Ravi Vijayaraghavan: Synopsys increased the size of its Board and appointed two new directors, Dr. Ajei Gopal and Ravi Vijayaraghavan.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. As previously reported, on February 13, 2024, Synopsys entered into a senior unsecured term loan credit agreement (the “ Term Loan Credit Agreement ”). On July 17, 2025, Synopsys borrowed the full $4.3 billion available under the Term Loan Credit Agreement to fund a portion of the Cash Consideration, to pay transaction fees and expenses related to the Merger, such as the incurren…

Regulation FD Disclosure. On July 17, 2025, Synopsys issued a press release announcing the completion of its acquisition of Ansys. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in

Completion of Acquisition or Disposition of Assets. On July 17, 2025, Synopsys completed its acquisition of Ansys pursuant to the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub was merged with and into Ansys (the “ Merger ”), with Ansys surviving the Merger as a wholly owned subsidiary of Synopsys. At the effective time of the Merger (the “ Effective Time ”), each share of common stock, par value $0.01 per share, of Ansys (“ Ansys Common Stock ”) issued and outstanding immedia…

Entry into a Material Definitive Agreement. On July 15, 2025, Synopsys, Inc. (“ Synopsys ”), ANSYS, Inc., a Delaware corporation (“ Ansys ”), and ALTA Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Synopsys (“ Merger Sub ”), entered into an amendment (the “ Amendment ”) to the Agreement and Plan of Merger, dated as of January 15, 2024 (the “ Merger Agreement ”), by and among Synopsys, Ansys and Merger Sub. Capitalized terms used herein without definition have the m…

Other Events On July 2, 2025, Synopsys received a letter from the Bureau of Industry and Security of the U.S. Department of Commerce informing Synopsys that the export restrictions related to China, pursuant to a letter received on May 29, 2025, have now been rescinded, effective immediately. Synopsys is working to restore access to the recently restricted products in China. Synopsys is continuing to assess the impact of export restrictions related to China on its business, operating results…

Other Events. On May 29, 2025, following the announcement of Synopsys’ financial results of its second fiscal quarter ended April 30, 2025, Synopsys received a letter from the Bureau of Industry and Security of the U.S. Department of Commerce informing Synopsys of new export restrictions related to China (the “ BIS Letter ”). Synopsys is currently assessing the potential impact of the BIS Letter on its business, operating results and financial condition. Cautionary Statement Regarding Forward…