SNPS · Synopsys

277 filings

8-K

SNPS 8-K Current Reports

Synopsys - 277 current reports

Filing record · 2016–202610-K1010-Q338-K142

Showing 1-50 of 277 filings

8-K

Other EventsExhibits & Filings

Synopsys 8-K Report, Corporate Update (Oct 5, 2026)

On October 5, 2026, Synopsys, Inc. (Nasdaq: SNPS) disclosed in a Form 8-K that it has entered into an accelerated share repurchase (ASR) agreement with JPMorgan Chase Bank, National Association, to repurchase an aggregate of $1 billion of its common stock. The announcement was made via a press release furnished as Exhibit 99.1 and is filed under Item 8.01 (Other Events), indicating the company considers it a voluntary disclosure rather than a mandatory event such as a material definitive agreement. Under the ASR terms, Synopsys receives an initial share delivery of approximately 1,735,000 shares at inception. The final number of shares repurchased will be determined by the average of Synopsys' daily volume-weighted average share prices over the repurchase period, less an agreed discount. Any remaining shares are to be settled on or before January 5, 2027, upon completion of the repurchase period. At the initial delivery figure, the implied price is roughly $576 per share ($1 billion divided by 1.735 million shares), though the final count may rise or fall depending on realized prices. For investors, the transaction signals management's confidence in the company's valuation and its capital allocation priorities, as it returns $1 billion to shareholders through a mechanism that front-loads share retirement and reduces share count. The filing does not include updated financial guidance, earnings impact, or details on funding sources, so the broader financial effect (including any balance sheet or cash flow implications) should be evaluated against Synopsys' latest 10-Q and 10-K disclosures. Forward-looking risks noted include stock price movement during the repurchase period and JPMorgan's ability to buy or borrow shares.

Oct 5, 2026 8-K/A

Financial Events

Synopsys 8-K/A Report, Exit or Disposal Costs (Aug 26, 2026)

Synopsys Inc. (SNPS) has filed an 8-K detailing updated estimates for its previously disclosed Restructuring Plan. The company now anticipates recognizing pre-tax charges between $425 million and $500 million, an increase from prior estimates. These charges are primarily associated with severance and one-time termination benefits, along with costs related to global site closures as part of its strategic initiative. Investors should note that these updated figures reflect a range, and the actual charges could vary. The company explicitly states that these forward-looking statements are subject to risks and uncertainties, including the ability to successfully implement the restructuring across various jurisdictions, potential changes in the components and timing of costs, and the realization of anticipated benefits. Investors are advised to consult the "Risk Factors" section in Synopsys's latest SEC filings for a more comprehensive understanding of these potential risks.

Aug 26, 2026 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (Aug 26, 2026)

Synopsys (SNPS) reported third fiscal quarter 2026 results (quarter ended July 31, 2026) with revenue of $2.477 billion, up roughly 42% from $1.740 billion a year earlier, driven by the Ansys acquisition and strength in Design Automation. GAAP diluted EPS was $2.84 versus $1.50 a year ago, while non-GAAP diluted EPS was $3.91 versus $3.39. Management attributed the beat to broad-based strength led by EDA, a strong Ansys contribution, and a return to year-over-year growth in Design IP. Design Automation revenue rose to $2.003 billion (about 81% of total) with a 45.2% adjusted operating margin, while Design IP grew to $473.8 million, though its adjusted margin expanded to 26.5% from 20.1%. Management raised full-year fiscal 2026 guidance: revenue of $9.69–9.74 billion, non-GAAP EPS of $15.04–15.10, operating cash flow of about $2.8 billion, and free cash flow of about $2.6 billion. Fourth-quarter guidance calls for revenue of $2.53–2.58 billion and non-GAAP EPS of $4.10–4.16. Guidance assumes no further changes to export controls or the Entity List restrictions. Investors should note that GAAP results are heavily affected by large non-cash amortization of acquired intangibles ($402 million in the quarter) and that the company has changed its non-GAAP tax methodology to a normalized 18% rate. Balance sheet activity was significant: long-term debt fell to $9.02 billion from $13.46 billion at fiscal year-end 2025, short-term debt rose to $1.02 billion, and cash and short-term investments reached $3.61 billion. The company also cited a $2.0 billion common stock issuance for a private placement and $300 million of treasury stock repurchases during the nine months. Final third-quarter financials will be filed in the Form 10-Q on or before September 9, 2026.

Aug 26, 2026 8-K

Leadership Changes

Synopsys 8-K Report, Executive Changes (Aug 12, 2026)

Synopsys, Inc. (SNPS) has announced a significant leadership transition involving its General Counsel and Corporate Secretary, Janet Lee. Effective August 12, 2026, Ms. Lee will step down from her executive roles, with a definitive departure date set for either December 31, 2026, or upon the appointment of her successor, whichever comes first. This change is part of a planned transition to ensure continuity in legal and corporate governance matters. Following her departure from her executive duties, Ms. Lee will assume an advisory role until June 30, 2027, or a later date as agreed upon, to facilitate a seamless handover. This arrangement aims to leverage her expertise during the transition period while preparing for new leadership in these critical functions. Investors should monitor the company's progress in appointing a successor for Ms. Lee.

Aug 12, 2026 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (May 27, 2026)

Synopsys reported second-quarter fiscal 2026 results (quarter ended April 30, 2026) with revenue of $2.276 billion, up roughly 42% from $1.604 billion a year earlier, largely reflecting the Ansys acquisition. GAAP net income attributable to Synopsys fell sharply to $17.1 million, or $0.09 per diluted share, from $349.2 million ($2.24) a year ago, weighed down by $403.6 million of acquired-intangible amortization, $222.3 million of stock-based compensation, and $115.9 million of restructuring charges. On a non-GAAP basis, EPS was $3.35 versus $3.67 last year, with non-GAAP net income of $643.7 million. Revenue and non-GAAP EPS both exceeded company guidance. Management raised full-year fiscal 2026 revenue guidance to a midpoint of $9.665 billion (from $9.610 billion) and non-GAAP EPS guidance to a midpoint of $14.76 (range $14.72 to $14.80). The revenue raise combines $35 million of business performance and $60 million from an EPS-neutral Ansys channel accounting impact, partly offset by a $40 million reduction tied to the pending divestiture of the Processor IP Solutions business. Management also raised targets for operating margin, free cash flow (now about $2.0 billion), and operating cash flow (about $2.3 billion). Balance sheet activity was significant: long-term debt fell to $10.01 billion from $13.46 billion at October 31, 2025, following $3.46 billion of debt repayments in the first half, funded partly by a $2.0 billion private placement of common stock. Shares outstanding rose to 191.4 million from 186.0 million. Investors should note that the Design IP segment's adjusted operating margin contracted to 24.4% in the quarter from 31.2% a year earlier, and that the company plans an Investor Day on September 30, 2026 to outline long-term financial targets.

May 27, 2026 8-K

Leadership ChangesMaterial AgreementsRegulation FD

Synopsys 8-K Report, Material Agreement (May 27, 2026)

On May 26, 2026, Synopsys (SNPS) entered into a Cooperation Agreement with activist investor Elliott Investment Management and its affiliates, as disclosed in an 8-K filed May 27, 2026. Under the agreement, Synopsys will expand its Board by one seat to 11 members and appoint Jesse Cohn, a Managing Partner at Elliott, as an independent director effective June 1, 2026. Cohn will serve an initial term through the 2027 annual meeting, join the Corporate Governance and Nominating Committee, and be included in the company's 2027 slate of nominees. The Board determined he meets independence standards under Nasdaq and Exchange Act rules. The agreement contains standard activist-settlement terms. Elliott is subject to voting commitments, customary standstill restrictions capping its beneficial ownership at 4.9% and aggregate economic exposure at 7.5% of outstanding common stock, and mutual non-disparagement provisions. The standstill runs until the later of the first anniversary of the agreement or ten days after Cohn leaves the Board, subject to exceptions such as an uncured material breach or certain extraordinary transactions by Synopsys. If Cohn departs early, Synopsys and Elliott will cooperate to pick a replacement, provided Elliott holds at least 1.5% net-long economic exposure at that time. From a financial standpoint, the filing discloses no direct impact on revenue, earnings, or guidance. Management's press release frames the appointment as aligned with the company's strategy of pursuing AI-driven engineering solutions and improving financial performance, with Cohn saying the goal is to ensure the company's financial results reflect the value it delivers. Investors should view this as a governance development, with Elliott's presence on the Board and the standstill terms as the key items to monitor going forward.

May 27, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Synopsys 8-K Report, Executive Changes (Apr 20, 2026)

Synopsys, Inc. (SNPS) filed an 8-K on April 20, 2026, detailing the outcomes of its 2026 Annual Meeting of Stockholders held on April 16, 2026. The most significant development for investors is the stockholder approval of the Amended and Restated Equity Incentive Plan. This updated plan now includes non-employee directors as eligible recipients of awards, alongside executive officers, signifying a broader scope for equity-based compensation. The overwhelming support for this plan suggests management's alignment with incentivizing key personnel, including the board, towards company performance.

Apr 20, 2026 8-K

Other EventsExhibits & Filings

Synopsys 8-K Report, Corporate Update (Mar 2, 2026)

Synopsys, Inc. (Nasdaq: SNPS) disclosed on March 2, 2026 that it entered into an accelerated share repurchase (ASR) agreement with The Bank of Nova Scotia to buy back $250 million of its common stock. The company reported this voluntarily under Item 8.01 (Other Events) and attached the press release as Exhibit 99.1. The filing does not present financial results or change guidance. Under the ASR, Synopsys received an initial share delivery of approximately 513,000 shares. The final number of shares it ultimately repurchases will be set by the average of Synopsys' daily volume-weighted average share prices over the repurchase period, less an agreed discount. Any remaining shares are to be settled on or before June 1, 2026, when the repurchases are completed. The filing does not disclose the initial reference price, the discount, or the expected total share count, so investors cannot yet determine the final per-share cost or total shares retired. For investors, the event signals that management views the share price as an attractive use of capital and is returning cash to shareholders. The $250 million program is a meaningful but bounded capital return, and its economic impact will depend on the average repurchase price and the settlement timing. The press release's forward-looking statements flag risks including market price movements during the repurchase period, the counterparty's ability to buy or borrow shares, and broader market and banking-sector conditions.

Mar 2, 2026 8-K

Earnings & ResultsOther EventsExhibits & Filings

Synopsys 8-K Report, Financial Results (Feb 25, 2026)

Synopsys reported first-quarter fiscal 2026 results (quarter ended January 31, 2026) with revenue of $2.409 billion, up sharply from $1.455 billion a year earlier, driven largely by the Ansys acquisition. Revenue landed at the high end of prior guidance. GAAP net income attributable to Synopsys was $65.0 million, or $0.34 per diluted share, versus $1.89 a year ago, weighed down by $404 million of acquired-intangible amortization, $259 million of stock-based compensation, and $118 million of restructuring charges. Non-GAAP EPS was $3.77, above prior guidance and up from $3.03. Management reiterated full-year fiscal 2026 revenue guidance of $9.56-$9.66 billion (about $9.61 billion at the midpoint, including roughly $2.9 billion from Ansys) and raised no targets, while guiding Q2 non-GAAP EPS to $3.11-$3.17. Balance-sheet activity was significant. Long-term debt fell to $10.0 billion from $13.5 billion at fiscal year-end, following $3.45 billion of debt repayment funded partly by a $2.0 billion private placement of stock. Operating cash flow was $857 million for the quarter, and the company's board replenished its share repurchase program with up to $2.0 billion of authorization. The authorization is discretionary and can be suspended or terminated at any time. For investors, the key tensions are the large GAAP-to-non-GAAP gap driven by acquisition-related amortization, the rising segment mix toward Design Automation (83% of revenue), and the deleveraging and buyback capacity now available. Guidance assumes no further changes to export controls or Entity List restrictions. Final first-quarter financials will be filed in the Form 10-Q on or before March 12, 2026.

Feb 25, 2026 8-K

Leadership ChangesRegulation FD

Synopsys 8-K Report, Executive Changes (Feb 19, 2026)

Synopsys (SNPS) filed an 8-K on February 19, 2026 reporting board changes rather than financial results. Effective February 14, 2026, the Board expanded from eleven to twelve directors and appointed Peter A. Shimer, a former Deloitte executive (CFO 2016-2019, interim CEO 2022-2023, COO, and Senior Advisor to the CEO through 2025), as an independent director and member of the Audit Committee. The Board has designated him an audit committee financial expert under Item 407 of Regulation S-K. His compensation follows the standard non-employee director program: a $140,000 annual cash retainer, a $350,000 initial restricted stock award vesting over three years, and a prorated interim restricted stock award (annual value of $200,000) vesting at the first annual meeting. The filing also discloses that the Board will not renominate directors Luis Borgen and Dr. Ajei Gopal. Both will continue serving through the 2026 Annual Meeting of Stockholders. The company frames these moves as part of ongoing director refreshment, and Executive Chair Aart de Geus referenced the ongoing Ansys integration. The filing contains no financial metrics, guidance, or operational results. For investors, this is a governance-focused event. Adding a finance-experienced audit committee member may be viewed positively for oversight, particularly during a large acquisition integration. The non-renomination of two directors signals planned board turnover, and the 2026 annual meeting will be the point at which the board composition change takes full effect.

Feb 19, 2026 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (Dec 10, 2025)

Synopsys reported a fourth quarter and full fiscal year 2025 (ended October 31, 2025) that showed record annual revenue of $7.054 billion, up roughly 15% from $6.127 billion in fiscal 2024, with Ansys contributing $756.6 million for the year and $667.7 million in the fourth quarter. Fourth-quarter revenue was $2.255 billion, above the midpoint of guidance, and management cited a year-end backlog of $11.4 billion. GAAP results were distorted by large acquisition-related and amortization items: GAAP diluted EPS was $2.39 for the quarter and $8.07 for the year, versus non-GAAP EPS of $2.90 and $12.91. Fourth-quarter GAAP operating income fell to $121.4 million from $310.8 million a year earlier, largely because of $405 million of intangible amortization and higher operating expenses tied to the Ansys combination, while interest expense rose sharply to $194.8 million in the quarter from $16.3 million. The balance sheet changed materially after the Ansys acquisition. Total assets reached $48.2 billion, goodwill rose to $26.9 billion, and intangible assets to $12.7 billion, while long-term debt stood at $13.5 billion, up from about $16 million a year earlier. Cash and short-term investments were about $3.0 billion. Full-year operating cash flow was $1.52 billion, and management is guiding to roughly $2.2 billion of operating cash flow and $1.9 billion of free cash flow for fiscal 2026. For fiscal 2026, Synopsys guided to revenue of $9.56-$9.66 billion (midpoint about $9.61 billion, including about $2.9 billion from Ansys) and non-GAAP EPS of $14.32-$14.40, with GAAP EPS of $2.49-$2.90. The guidance reflects approximately $110 million of divested Optical Solutions Group and PowerArtist RTL revenue, and the company is also moving to a three-year normalized non-GAAP tax rate of 18%. The filing contains no 10-K-level financial statements for FY2025; the company says final audited statements will appear in its Form 10-K due by December 30, 2025. Investors should note the continued dependence on large customers, export control and tariff exposure, and the integration risk tied to the Ansys deal.

Dec 10, 2025 8-K

Securities & ListingRegulation FDExhibits & Filings

Synopsys 8-K Report, Unregistered Securities Sale (Dec 1, 2025)

Synopsys (SNPS) filed an 8-K disclosing that on December 1, 2025 it entered into a Securities Purchase Agreement with NVIDIA under which NVIDIA bought 4,821,717 newly issued common shares at $414.79 per share, for $2 billion in cash. The shares were sold in a private placement under Section 4(a)(2) of the Securities Act, so no public offering was involved. The filing pairs the equity investment with a joint press release announcing a multi-year, non-exclusive strategic partnership. The partnership covers several initiatives: accelerating Synopsys's EDA, simulation, and analysis applications with NVIDIA CUDA-X libraries and AI-Physics technologies; integrating Synopsys AgentEngineer with NVIDIA's agentic AI stack for autonomous design workflows; building digital twins using NVIDIA Omniverse and Cosmos; offering cloud access to GPU-accelerated engineering tools; and joint go-to-market efforts that leverage Synopsys's global sales and channel network. The companies say the deal is not exclusive and that they will keep working with the broader EDA ecosystem. For investors, the key points are the size of the cash infusion, a price that is a strategic signal of NVIDIA's commitment, and the potential for GPU-accelerated engineering to open new revenue opportunities. The filing does not disclose financial projections, the revenue impact of the partnership, dilution percentages, or any board-seat or governance rights for NVIDIA, so those remain open questions. Investors should weigh the strategic upside against share issuance at a fixed price and the forward-looking risks flagged in the release.

Dec 1, 2025 8-K

Financial Events

Synopsys 8-K Report, Exit or Disposal Costs (Nov 12, 2025)

Synopsys, Inc. (SNPS) has announced a significant restructuring plan, approved by its Board of Directors on November 9, 2025, involving the termination of approximately 10% of its workforce. This move is strategically positioned to facilitate investment in key growth areas and enhance business efficiencies, particularly in the context of its recently completed acquisition of ANSYS, Inc. The company anticipates pre-tax charges between $300 million and $350 million related to severance, termination benefits, and facility closures. The majority of these workforce reductions are expected to occur during fiscal year 2026, with substantial completion targeted by the end of fiscal year 2027, subject to local regulations and consultation processes. Investors should monitor the impact of these charges on near-term financial results and the long-term realization of operational efficiencies.

Nov 12, 2025 8-K

Leadership ChangesRegulation FD

Synopsys 8-K Report, Executive Changes (Nov 4, 2025)

Synopsys Inc. (SNPS) has filed an 8-K report on November 4, 2025, announcing a key executive change and reaffirming its financial outlook. Effective immediately, Rick Mahoney has stepped down as Chief Revenue Officer, and the company is in the final stages of searching for his replacement, with an announcement expected soon. This leadership transition in a critical revenue-generating role warrants investor attention as the company works to ensure continuity and stability in its sales operations.

Nov 4, 2025 8-K/A

Leadership Changes

Synopsys 8-K/A Report, Executive Changes (Sep 18, 2025)

This 8-K/A filing from Synopsys Inc. (SNPS) is an amendment to a previous report detailing changes to its Board of Directors and committees. The primary update is the appointment of Mr. Vijayaraghavan to the Corporate Governance and Nominating Committee, effective September 17, 2025. This follows his initial appointment to the Board of Directors on July 17, 2025. For investors, this indicates continued board refreshment and focus on governance matters. The committee role suggests Mr. Vijayaraghavan will be involved in the oversight of board composition, director nominations, and corporate governance policies, which are crucial for long-term company health and shareholder value.

Sep 18, 2025 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (Sep 9, 2025)

Synopsys reported fiscal Q3 2025 (quarter ended July 31, 2025) revenue of $1.740 billion, up 14% year-over-year from $1.526 billion, with the first full quarter consolidating the Ansys acquisition, which closed July 17, 2025. GAAP diluted EPS was $1.50, down from $2.73 a year earlier, while non-GAAP diluted EPS was $3.39 versus $3.43. Management said Ansys results were not material to the quarter, and the headline growth was driven by the acquisition rather than organic expansion. Segment performance was uneven: Design Automation revenue rose about 23% to $1.312 billion with adjusted operating margin of 44.5%, while Design IP revenue fell about 8% to $427.6 million and adjusted operating margin compressed sharply to 20.1% from 36.7%. The CEO described IP as underperforming expectations and said the company is taking action to strengthen its competitive position. The company guided fiscal Q4 2025 revenue to $2.230–$2.260 billion and full-year FY2025 revenue to $7.030–$7.060 billion, and CFO Shelagh Glaser said management is taking a more conservative view of Q4. Full-year non-GAAP EPS guidance of $12.76–$12.80 and GAAP EPS of $5.03–$5.16 were provided, and the company reiterated expected free cash flow of roughly $950 million. The fiscal year-end is being changed to October 31 from the prior 52/53-week convention, shifting the calendar by eight fewer days in FY2025, and guidance assumes no further export-control or Entity List changes. The balance sheet changed materially. Total assets rose to $48.2 billion from $13.1 billion at fiscal year-end 2024, driven by roughly $26.9 billion of goodwill and $13.1 billion of intangibles, while long-term debt rose to $14.3 billion from essentially zero. Cash and short-term investments declined to $2.59 billion from $4.05 billion, reflecting the roughly $16.7 billion of acquisition cash outflow. The filing also notes pending divestitures of the Optical Solutions Group and the Ansys PowerArtist RTL business to Keysight Technologies. This 8-K furnishes the earnings press release under Item 2.02 and is not deemed filed under Section 18.

Sep 9, 2025 8-K

Leadership ChangesAcquisitions & DispositionsMaterial Agreements+3

Synopsys 8-K Report, Material Agreement (Jul 17, 2025)

On July 17, 2025, Synopsys (SNPS) completed its acquisition of ANSYS, Inc., closing a transaction first announced on January 16, 2024. Each ANSYS common share was converted into 0.3399 shares of Synopsys common stock plus $199.91 in cash. The exchange ratio was reduced and the cash amount increased so that new Synopsys share issuance stayed at or below the 19.9999% Maximum Share Number, a standard Nasdaq-style cap that avoids a stockholder vote. ANSYS is now a wholly owned subsidiary and will delist from Nasdaq. Synopsys funded the cash consideration with cash on hand, $10.0 billion of senior notes issued March 17, 2025, and the full $4.3 billion term loan drawn on closing. The $690 million of remaining bridge commitments was terminated, so bridge facility commitments are now zero. The filing also covers a merger agreement amendment dated July 15, 2025, which moved the End Date to August 15, 2025, with a further extension to November 14, 2025 available if closing conditions were unmet. Because closing happened on July 17, that extension was not needed. Governance changes include the board expanding from nine to eleven directors, with former ANSYS CEO Ajei Gopal and former ANSYS director Ravi Vijayaraghavan appointed effective at the Effective Time. Janet Lee, formerly ANSYS's General Counsel, succeeds John F. Runkel, Jr. as General Counsel and Corporate Secretary. Runkel moves to Chief Legal Officer in an advisory role through January 31, 2026, and is entitled to severance under the company's plan. For investors, the key items are the scale of new debt, which management says will support rapid deleveraging over about two years, the dilution from roughly 20% share issuance cap mechanics, and the company's stated expectations for margin expansion, greater unlevered free cash flow, and first integrated product capabilities in the first half of 2026. Forward-looking statements carry integration, leverage, and macro and export-control risks.

Jul 17, 2025 8-K

Other EventsExhibits & Filings

Synopsys 8-K Report, Corporate Update (Jul 14, 2025)

Synopsys (SNPS) filed an 8-K on July 14, 2025 to furnish a press release announcing that it has received approval from all necessary authorities to proceed with its acquisition of Ansys (ANSS). The parties expect to close the transaction on or about Thursday, July 17, 2025, subject to the satisfaction or waiver of the remaining customary closing conditions. The filing is an 'other events' disclosure (Item 8.01) and contains no financial statements, so it does not report new financial results, updated guidance, or the transaction's financial terms. The acquisition was first announced on January 16, 2024 as a combined stock and cash transaction. Synopsys describes the strategic rationale as combining its silicon design and IP solutions with Ansys' simulation and analysis portfolio, which it says will create a leader in engineering solutions from silicon to systems for AI-powered product development. The Form S-4 registration statement was declared effective by the SEC on April 17, 2024, and the proxy statement/prospectus covers the Synopsys shares to be issued. For investors, the key development is the removal of regulatory and approval hurdles and the expected near-term closing. The filing does not specify which authorities granted approval, the final consideration mix, the purchase price, or any post-closing financial impact, so those details should be sought in the proxy statement/prospectus and subsequent filings. The forward-looking statements caution that closing remains subject to customary conditions and to risks including legal proceedings, business disruption, and integration execution.

Jul 14, 2025 8-K

Other Events

Synopsys 8-K Report, Corporate Update (Jul 3, 2025)

Synopsys Inc. (SNPS) has announced a significant development regarding its export restrictions to China. The company received notification from the U.S. Department of Commerce's Bureau of Industry and Security that previously imposed export restrictions, effective immediately, have been rescinded. This rescission pertains to restrictions communicated to Synopsys on May 29, 2025. The company is now actively working to reinstate access to its restricted products for customers in China. While this news is positive, Synopsys continues to evaluate the full impact of the prior export restrictions on its business, operating results, and financial performance. Investors should monitor future disclosures for a more detailed understanding of any residual effects and the timeline for full restoration of services. The company has reiterated its cautionary statement regarding forward-looking statements, emphasizing that actual results may differ due to various risks and uncertainties.

Jul 3, 2025 8-K

Regulation FDOther Events

Synopsys 8-K Report, Regulation FD Disclosure (May 29, 2025)

Synopsys Inc. (SNPS) has filed an 8-K report on May 29, 2025, announcing significant developments impacting its financial outlook. The company has suspended its financial guidance for both the third quarter and the full fiscal year 2025. This decision follows the receipt of a letter from the U.S. Department of Commerce's Bureau of Industry and Security (BIS) on May 29, 2025, which outlines new export restrictions specifically targeting China. Synopsys is currently undertaking a comprehensive assessment to determine the precise impact of these new export restrictions on its business operations, financial results, and overall financial condition. Investors should note that this disclosure is made under Regulation FD and does not constitute the filing of new information for the purposes of Section 18 of the Securities Exchange Act of 1934. The company has also included a cautionary statement regarding forward-looking statements, highlighting the inherent risks and uncertainties that could lead to material differences between projected and actual outcomes.

May 29, 2025 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (May 28, 2025)

Synopsys (SNPS) reported Q2 fiscal 2025 results (quarter ended April 30, 2025) with revenue of $1.604 billion, up about 10% from $1.455 billion a year earlier, and above the midpoint of its guidance. GAAP diluted EPS was $2.24 (vs. $1.92), and non-GAAP diluted EPS was $3.67 (vs. $3.00), also ahead of guidance. Growth was led by Design Automation (revenue up about 6%) and especially Design IP (up about 21%), while GAAP net income was supported by a sharp rise in interest expense tied to debt raised for the pending Ansys acquisition. Cash and short-term investments jumped to about $14.3 billion at quarter-end, against roughly $10.0 billion of long-term debt, reflecting the Ansys financing. Management reaffirmed full-year fiscal 2025 revenue guidance of $6.745–$6.805 billion and non-GAAP operating margin guidance, and set Q3 revenue guidance of $1.755–$1.785 billion with non-GAAP EPS of $3.82–$3.87. The company also changed its fiscal year end to October 31 from the prior 52/53-week convention, which shortens the first half of FY2025 by ten days and the full year by eight days in aggregate. These targets exclude any effects of the pending Ansys merger, and the filing notes that Q2 financial statements will be finalized in the Form 10-Q due by June 9, 2025. For investors, the key items are steady top-line execution, a strong Q2 beat, and a balance sheet now heavily weighted toward debt and cash from the Ansys financing. The main risks flagged are the completion and regulatory approval of the Ansys merger, export controls and tariffs, and customer concentration. Note that the Design IP segment's operating margin fell sharply in the first half, from 40.0% to 30.2%, which the release does not explain in detail.

May 28, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Synopsys 8-K Report, Executive Changes (Apr 11, 2025)

Synopsys, Inc. (SNPS) filed an 8-K report on April 11, 2025, detailing the outcomes of its Annual Meeting of Stockholders held on April 10, 2025. The primary focus of this filing is the shareholder approval of amendments to the company's 2006 Employee Equity Incentive Plan and the Employee Stock Purchase Plan (ESPP). These amendments include significant increases in the number of authorized shares available for issuance under both plans, along with other adjustments designed to align the plans with current company practices and regulatory considerations. In addition to the equity plan approvals, the filing confirms the election of nine directors to the Board and the ratification of KPMG LLP as the independent registered public accounting firm. Shareholders also approved, on an advisory basis, the compensation of named executive officers. Notably, a stockholder proposal regarding shareholder ratification of golden parachutes did not receive majority approval. The approved amendments to the equity and ESPP plans are crucial for Synopsys's ongoing ability to attract and retain talent by providing equity-based compensation and to facilitate employee ownership through stock purchases.

Apr 11, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

Synopsys 8-K Report, Material Agreement (Mar 17, 2025)

Synopsys, Inc. (SNPS) has announced the successful issuance of $10 billion in aggregate principal amount of senior unsecured notes across various maturities, ranging from 2027 to 2055. The notes carry coupon rates from 4.550% to 5.700% and are senior unsecured obligations of the company. This significant debt offering is primarily intended to fund a portion of Synopsys's planned acquisition of ANSYS, Inc., along with related transaction expenses and the repayment of Ansys's outstanding debt. A crucial detail for investors is the 'Special Mandatory Redemption' clause affecting the shorter-term notes (2027, 2028, 2030, and 2032 maturities). If the Ansys merger does not close by a specified date in early 2026, or if Synopsys decides not to proceed with the merger, these specific notes will be redeemed at 101% of their principal amount plus accrued interest. The longer-term notes (2035 and 2055 maturities) are not subject to this special redemption and their proceeds may be used for general corporate purposes. Additionally, Synopsys has terminated approximately $9.91 billion in bridge loan commitments previously secured for the Ansys acquisition, indicating a shift towards equity and long-term debt financing for the transaction.

Mar 17, 2025 8-K

Material AgreementsExhibits & Filings

Synopsys 8-K Report, Material Agreement (Mar 5, 2025)

Synopsys, Inc. (SNPS) has filed an 8-K report detailing a significant debt financing activity, entering into an underwriting agreement for a public offering of approximately $9 billion in aggregate principal amount of senior notes. These notes are structured with varying maturity dates and coupon rates, ranging from 4.550% due in 2027 to 5.700% due in 2055. This substantial capital raise is primarily intended to fund a portion of the cash consideration for the pending acquisition of ANSYS, Inc. (Ansys), along with associated transaction costs and the repayment of Ansys's outstanding debt.

Mar 5, 2025 8-K

Other EventsExhibits & Filings

Synopsys 8-K Report, Corporate Update (Feb 27, 2025)

Synopsys (SNPS) filed this 8-K to supply the required financial statements for its pending acquisition of ANSYS, Inc. It includes ANSYS's audited FY2024 financial statements (Exhibit 99.1, Deloitte & Touche, unqualified opinion) and an unaudited pro forma condensed combined financial information package (Exhibit 99.2). The filing is informational and does not change Synopsys's previously reported 10-K or 10-Q results. The pro forma data supersedes prior pro forma figures from the April 2024 S-4/A amendment. ANSYS reported FY2024 revenue of $2.54 billion (up 12% from $2.27 billion), operating income of $718 million, and net income of $576 million, with diluted EPS of $6.55. Revenue growth was driven by subscription lease licenses, which rose to $949 million from $786 million. The auditor flagged revenue allocation on time-based subscription licenses as a critical audit matter, since 50% of the standalone selling price is assigned to the term license and 50% to post-contract support. ANSYS ended 2024 with $1.45 billion in cash and $755 million in term loan debt. The pro forma data reflects a deal of roughly $32.4 billion in estimated merger consideration: about $17.3 billion in cash ($197.00 per ANSYS share) and about $15.1 billion in Synopsys stock (0.3450 SNPS shares per ANSYS share, roughly 30.3 million shares). Financing assumes $10.0 billion of new debt at a 5.4% blended rate plus a $4.3 billion term loan. Estimated goodwill is about $21.1 billion and identified intangibles are about $12.6 billion, which will drive substantial new amortization. Pro forma FY2024 net income from continuing operations is about $685 million, with a pro forma diluted EPS of $3.81, compared with Synopsys's historical $9.25 diluted EPS. The Optical Solutions divestiture to Keysight for $584 million is assumed to close alongside the merger. The deal is expected to close in the first half of 2025, subject to regulatory approvals.

Feb 27, 2025 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (Feb 26, 2025)

Synopsys (SNPS) reported first quarter fiscal 2025 results (quarter ended January 31, 2025) in an 8-K furnishing Exhibit 99.1. Revenue was $1.455 billion, down from $1.511 billion a year earlier, but above the midpoint of guidance and at the upper end of the guided range. GAAP net income attributable to Synopsys was $295.7 million, or $1.89 per diluted share, versus $2.82 a year earlier. Non-GAAP EPS was $3.03, down from $3.38 but ahead of guidance. The company reaffirmed its full-year 2025 targets, including expectations for double-digit revenue growth, with revenue of $6.745-6.805 billion and non-GAAP EPS of $14.88-14.96. The quarter showed a mixed mix shift. Design Automation revenue grew to $1,020.2 million from $985.3 million, and its adjusted operating margin rose to 39.7%. Design IP revenue fell sharply to $435.1 million from $525.7 million, and its adjusted margin dropped to 29.1% from 46.7%. Total GAAP operating income fell to $251.8 million from $352.6 million, and the GAAP tax line was a benefit of $6.3 million, which lifted GAAP EPS. Cash and short-term investments declined to $3.81 billion from $4.05 billion at fiscal year-end, and operating cash flow was negative at $(67.5) million, reflecting seasonal working capital outflows. Investors should note several contextual factors. The Software Integrity business sale closed September 30, 2024, and prior periods are presented on a continuing-operations basis. The fiscal calendar is changing to a October 31 year-end, so the second quarter ends April 30, 2025 and fiscal 2025 has eight fewer days than fiscal 2024. The targets exclude financing effects from the pending Ansys merger, and the company noted export-control and Entity List risks. The company also said final Q1 financial statements would appear in the Form 10-Q due by March 12, 2025.

Feb 26, 2025 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (Dec 4, 2024)

Synopsys (SNPS) reported record fourth-quarter and full-year fiscal 2024 results on December 4, 2024. Q4 revenue was $1.636 billion, up roughly 11% year over year, and full-year revenue reached a record $6.127 billion, up about 15%. On a GAAP basis, Q4 diluted EPS was $1.79 and full-year diluted EPS was $9.25 from continuing operations, but total GAAP net income was inflated by the September 30, 2024 sale of the Software Integrity business, which contributed large discontinued-operations income (Q4 diluted EPS from discontinued operations of $5.35; full-year $5.26). Non-GAAP diluted EPS was $3.40 in Q4, up about 13%, and $13.20 for the full year, up about 25%. Management emphasized that the company is preparing for the pending Ansys acquisition, which it expects to close in the first half of 2025, and noted that the FTC investigation of proposed remedies is ongoing even though the HSR waiting period has expired. Looking ahead, Synopsys guided to double-digit revenue growth in fiscal 2025 with revenue of $6.745 to $6.805 billion and non-GAAP EPS of $14.88 to $14.96. The company is changing its fiscal year-end to October 31 from the prior 52/53-week convention, which shortens the first half of fiscal 2025 by ten days and results in eight fewer days in the full year versus fiscal 2024. Management cited continued macro uncertainty and the calendar change as reasons for a pragmatic outlook. Fiscal 2025 non-GAAP EPS guidance reflects a 16% non-GAAP tax rate, and the company expects operating cash flow of about $1.8 billion and free cash flow of about $1.6 billion. Investors should weigh the strong operating momentum and balance sheet, which now holds about $4.05 billion in cash and short-term investments, against the significant execution and regulatory risk tied to the Ansys transaction and the complexity of comparing periods after the divestiture and calendar change. The fourth-quarter GAAP figures are also distorted by discontinued-operations income, so non-GAAP measures and the continuing-operations line items are the more useful gauges of underlying performance. Final fiscal 2024 audited statements are expected in the Form 10-K on or before January 2, 2025.

Dec 4, 2024 8-K

Corporate Changes

Synopsys 8-K Report, Bylaw Amendment (Nov 25, 2024)

Synopsys Inc. (SNPS) has announced a strategic change to its fiscal year reporting structure, transitioning from a 52/53-week period ending on the Saturday nearest to October 31st, to a fixed calendar year-end of October 31st. This adjustment, effective for fiscal year 2025, aims to enhance the alignment of financial and business operations and simplify financial reporting processes for the company and its investors. The immediate impact of this change is a slight shortening of the fiscal year 2025 by approximately eight days compared to fiscal year 2024. Specifically, the first half of fiscal year 2025 will have ten fewer days, while the second half will gain two extra days. Synopsys will not be filing a transition report, a move permitted under Exchange Act Release No. 26589, ensuring a streamlined reporting process going forward.

Nov 25, 2024 8-K

Other Events

Synopsys 8-K Report, Corporate Update (Oct 1, 2024)

Synopsys, Inc. has officially announced the completion of the sale of its Software Integrity business. This strategic divestiture, finalized on September 30, 2024, involves entities controlled by funds affiliated with Clearlake Capital Group, L.P. and Francisco Partners. This move signifies a significant shift in Synopsys's business focus, allowing the company to concentrate on its core semiconductor and system design solutions. Investors should view this as a potential catalyst for increased focus and resource allocation towards Synopsys's primary growth areas, such as its electronic design automation (EDA) tools and IP offerings. While the financial terms of the transaction are not detailed in this filing, the divestiture is expected to streamline operations and potentially improve profitability by shedding a non-core segment. The market will likely be watching for Synopsys's future strategic initiatives and how this sharpened focus translates into financial performance and innovation within its core semiconductor markets.

Oct 1, 2024 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (Aug 21, 2024)

Synopsys (SNPS) reported third fiscal quarter 2024 results (quarter ended July 31, 2024, reported August 21, 2024) with record quarterly revenue of $1.526 billion, up about 13% year over year from $1.354 billion. GAAP diluted EPS was $2.73 (vs. $2.17), and non-GAAP diluted EPS was $3.43 (vs. $2.70), up roughly 27% and above company guidance. Results are presented on a continuing operations basis, with the Software Integrity business treated as discontinued following the May 2024 agreement to sell it. Design Automation revenue grew about 6% to $1.063 billion, while Design IP grew about 32% to $463 million, with Design IP adjusted operating margin expanding sharply to 36.7% from 23.6%. Management raised its outlook for the full fiscal year 2024, now expecting record revenue growth of approximately 15%, non-GAAP EPS growth of approximately 24%, and a two-point expansion in non-GAAP operating margin. Fiscal Q4 revenue guidance is $1.614 billion to $1.644 billion, with non-GAAP EPS of $3.27 to $3.32. Full-year revenue guidance is $6.105 billion to $6.135 billion, and full-year non-GAAP EPS guidance is $13.07 to $13.12. The fiscal year includes an extra week that fell in Q1, and guidance assumes no further changes to export controls or Entity List restrictions. The filing also highlights the pending acquisition of ANSYS, Inc. (the Ansys Merger), which is referenced as a key forward-looking risk alongside the Software Integrity divestiture. Amortization of bridge financing costs tied to the Ansys deal is excluded from non-GAAP results. Cash and short-term investments rose to about $1.99 billion, while the balance sheet shows current assets held for sale of about $1.03 billion. Management stated that final Q3 financial statements will be included in the Form 10-Q due by September 12, 2024.

Aug 21, 2024 8-K

Regulation FDExhibits & Filings

Synopsys 8-K Report, Regulation FD Disclosure (Jul 12, 2024)

Synopsys Inc. (SNPS) has filed an 8-K report to provide an update on its proposed acquisition of Ansys, Inc. (ANSS). The key development concerns regulatory progress in China, where Synopsys submitted its transaction notification to the State Administration for Market Regulation on July 10, 2024. While the acquisition is below China's merger notification thresholds, the regulator has taken the position that notification is required. The company reiterates that the transaction is anticipated to close in the first half of 2025, contingent upon receiving all necessary regulatory approvals and fulfilling customary closing conditions. Investors should note that this filing primarily serves as a regulatory update and directs readers to previously filed documents, such as the Form S-4 registration statement (including the proxy statement/prospectus), for comprehensive information regarding the transaction. The filing also includes standard cautionary statements regarding forward-looking statements and associated risks.

Jul 12, 2024 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (May 22, 2024)

Synopsys reported second-quarter fiscal 2024 results (quarter ended April 30, 2024) that came in at the high end of guidance and beat on profitability. Revenue was $1.455 billion, up about 15% year over year from $1.263 billion. GAAP diluted EPS was $1.92, versus $1.78 a year earlier, and non-GAAP diluted EPS was $3.00, up about 26% from $2.38. Results are presented on a continuing operations basis, with the Software Integrity business treated as a discontinued operation following its May 5, 2024 divestiture agreement. Management described operational execution and demand as strong, and cited continued momentum in its Design Automation and Design IP segments. Design IP was especially strong, with adjusted segment operating margin rising to 31.2% in the quarter from 24.3%. The company raised its full-year fiscal 2024 targets. Full-year revenue is now guided to $6.090–$6.150 billion, and full-year non-GAAP EPS to $12.90–$12.98. Third-quarter guidance calls for revenue of $1.505–$1.535 billion and non-GAAP EPS of $3.25–$3.30. Management also said that shareholders of Ansys approved the planned Ansys acquisition on the same day. The full-year targets include an extra week of results in fiscal Q1 2024, and they assume no further changes to export controls or the U.S. Entity List restrictions. Investors should weigh the strong top-line and margin trends against several risks. These include the pending Ansys merger, which still depends on regulatory approvals, and the timing of the Software Integrity divestiture. Free cash flow for the year is guided to about $1.1 billion, and six-month operating cash flow was $388.8 million, which is down sharply from $817.7 million a year earlier. Cash flow is therefore a point to monitor. The company also noted that final financial statements would appear in its Form 10-Q, due by June 13, 2024.

May 22, 2024 8-K

Other EventsExhibits & Filings

Synopsys 8-K Report, Corporate Update (May 16, 2024)

Synopsys, Inc. (SNPS) filed an 8-K on May 16, 2024, providing an update on its previously announced acquisition of Ansys, Inc. The key development reported is that on May 14, 2024, Synopsys received a notice from China's State Administration for Market Regulation (SAMR). While SAMR acknowledges the acquisition is below Chinese merger notification thresholds, it asserts that Synopsys is still required to notify the transaction. Synopsys is currently coordinating with Ansys on the next steps in response to this notice. The overall transaction remains on track for a projected closing in the first half of 2025, subject to Ansys shareholder approval, other regulatory approvals, and customary closing conditions. Investors should note this development regarding Chinese regulatory engagement as it could potentially impact the timing or conditions of the deal, though Synopsys is proceeding with the transaction. The filing also reiterates important information for investors regarding the proxy statement/prospectus and other filings related to the merger, urging them to review these documents for comprehensive details.

May 16, 2024 8-K

Other EventsExhibits & Filings

Synopsys 8-K Report, Corporate Update (May 6, 2024)

On May 5, 2024, Synopsys entered into an Equity Purchase Agreement to sell its Software Integrity business unit to Sapphire Software Buyer, Inc., an entity controlled by funds affiliated with Clearlake Capital Group and Francisco Partners. The total consideration can be up to $2.1 billion in cash, made up of $1.5 billion payable at closing, $125 million payable in installments over five fiscal quarters after closing (subject to acceleration by Synopsys before the pending ANSYS acquisition closes), and up to $475 million contingent on the Sponsors achieving a specified rate of return from one or more liquidity transactions. The transaction was unanimously approved by Synopsys' Board and is expected to close in the second half of 2024, subject to customary conditions including required regulatory approvals. For investors, the deal is a significant portfolio pruning move. Management states the divestiture sharpens Synopsys' focus on its core silicon-to-systems business, including electronic design automation, design IP, and the AI-driven opportunity in engineering of silicon and systems. The Software Integrity Group, a provider of application security testing products, will become a newly independent, privately held company led by its existing management team, with the new name to be announced later. The headline value is partly contingent: only $1.5 billion is fixed at closing, and up to $475 million depends on future private equity liquidity events, so the ultimate proceeds are uncertain. The filing also highlights risks including regulatory approval, financing access for the buyers, consent provisions in third-party contracts, and management distraction during the pending ANSYS acquisition. The filing does not disclose the business's historical financial results or the expected accounting gain or loss, so those remain to be assessed from later disclosures.

May 6, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Synopsys 8-K Report, Executive Changes (Apr 12, 2024)

This 8-K filing from Synopsys, Inc. (SNPS) details the outcomes of their Annual Meeting of Stockholders held on April 10, 2024. The most significant event for investors is the stockholder approval of the Amended 2006 Employee Equity Incentive Plan. This amendment includes an increase in the share pool by 3.4 million shares, the elimination of the plan's term, and allows for incentive stock options to be granted without further stockholder approval for a decade. This move is generally seen as a way to continue attracting and retaining talent through equity compensation, which is crucial in the competitive semiconductor and software industries. Additionally, the filing confirms the election of eleven directors to the Board and provides the results of several other shareholder votes. These include the advisory approval of executive compensation and the ratification of KPMG LLP as the independent auditor. Notably, a stockholder proposal requesting an independent board chair was not approved. The overall results suggest strong shareholder support for management's strategic direction and compensation practices, with the equity plan amendment being a key enabler for future growth and employee incentives.

Apr 12, 2024 8-K

Corporate ChangesExhibits & Filings

Synopsys 8-K Report, Bylaw Amendment (Mar 25, 2024)

Synopsys, Inc. (SNPS) filed an 8-K on March 25, 2024, to report amendments to its Amended and Restated Bylaws. The primary change concerns the appointment of the Lead Independent Director. Previously appointed by the full Board of Directors, the Lead Independent Director will now be appointed by the independent directors of the Board. This role will continue until replaced by the independent directors.

Mar 25, 2024 8-K

Regulation FDOther EventsExhibits & Filings

Synopsys 8-K Report, Regulation FD Disclosure (Mar 20, 2024)

On March 20, 2024, Synopsys held an investor day and, following a completed strategic portfolio review, its Board approved initiating a sale process for the Software Integrity Group (SIG), the application security testing business. SIG is being presented as discontinued operations, and FY2024 guidance was reset to exclude it. Excluding SIG, FY2024 revenue guidance is $6.060-6.120B (up 14.0%-15.1%, versus $6.570-6.630B previously including SIG) and non-GAAP EPS guidance is $12.86-12.94 (up 21.9%-22.6%, versus $13.47-13.55 previously including SIG). Management characterized the revision as reflecting strength in Design Automation and Design IP. Note that the guidance is expressed as a range, and the EPS figures in the presentation are shown in both the prior and updated columns, so investors should rely on the reconciliation tables for precise comparisons. The bulk of the investor day materials focused on the pending combination with Ansys, which is described as a path to a silicon-to-systems strategy. Management cited a combined addressable market of roughly $31B growing at about 13% CAGR (excluding SIG), identified about $400M of run-rate cost synergies by year three and about $400M of revenue synergies by year four, and projected roughly 125 bps of Year 1 non-GAAP operating margin expansion. Post-close, leverage was guided at 3.9x Debt/Adj. EBITDA, with a target of under 2x within two years, a long-term gross leverage target below 1x, and a temporary suspension of share buybacks. The combination is subject to Ansys stockholder approval and regulatory clearances, and the Form S-4 registration statement was not yet effective at filing. The filing also reaffirmed long-term combined-company objectives of double-digit revenue growth, non-GAAP operating margins in the mid-30s to mid-40s range, and unlevered FCF margins in the high-teens. These are multi-year targets excluding SIG, and the company stated it does not provide reconciliations for several forward-looking non-GAAP measures. Investors should weigh these ambitions against the significant execution, leverage, and regulatory risks flagged in the filing's forward-looking statement disclosures.

Mar 20, 2024 8-K

Other Events

Synopsys 8-K Report, Corporate Update (Mar 19, 2024)

Synopsys, Inc. (SNPS) filed an 8-K on March 19, 2024, to announce a key update regarding its pending acquisition of ANSYS, Inc. The companies have mutually agreed that Dr. Ajei Gopal, the current CEO of ANSYS, will be appointed to Synopsys' board of directors upon the consummation of the acquisition. This appointment is subject to Synopsys' standard director nomination processes and eligibility requirements. This development signals a step forward in the integration process and suggests a smooth transition post-acquisition. Dr. Gopal's extensive experience as CEO of ANSYS and his background in technology and senior management are expected to be valuable assets to Synopsys' board, particularly in facilitating the integration of the two companies. Another member from ANSYS' board will also be appointed at a later date, based on mutual agreement.

Mar 19, 2024 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (Feb 21, 2024)

Synopsys reported first-quarter fiscal 2024 results (quarter ended January 31, 2024, reported February 21, 2024) with record quarterly revenue of $1.649 billion, up roughly 21% year over year from $1.361 billion. The quarter benefited from one extra week compared with the prior-year period. GAAP net income attributable to Synopsys was $449.1 million, or $2.89 per diluted share, versus $1.75 a year earlier. Non-GAAP EPS was $3.56, above the high end of company guidance and up from $2.62. Growth was broad across segments: Design IP revenue rose about 53% to $525.7 million with adjusted operating margin expanding to 47.5%, while Design Automation grew about 11% to $985.3 million. Software Integrity revenue rose about 8% to $138.2 million. The company reaffirmed its full-year 2024 revenue target of $6.57 to $6.63 billion and its non-GAAP operating margin target, and raised its non-GAAP EPS guidance to $13.47 to $13.55 from the prior range. Second-quarter revenue guidance is $1.560 to $1.590 billion, with non-GAAP EPS of $3.09 to $3.14. Management cited AI-driven customer investment in silicon and systems as a key demand driver. Investors should weigh several items beyond the headline beat. Operating cash flow was negative $87.8 million for the quarter, reflecting seasonal working capital build and tax payments, and the company guides to roughly $1.4 billion of operating cash flow for the full year. The release also flags the pending Ansys merger, including bridge financing costs, and an exploration of strategic alternatives for the Software Integrity segment. The GAAP EPS figure was helped by a $55.1 million gain on sale of strategic investments, which the company excludes from non-GAAP results.

Feb 21, 2024 8-K

Material AgreementsFinancial EventsOther Events+1

Synopsys 8-K Report, Material Agreement (Feb 14, 2024)

Synopsys, Inc. (SNPS) filed an 8-K on February 13, 2024, detailing significant updates to its credit facilities in preparation for the pending acquisition of ANSYS, Inc. The company entered into a Sixth Amendment to its Revolving Credit Agreement and a new Term Loan Credit Agreement. These amendments and agreements are crucial for financing the substantial cash-and-stock transaction with ANSYS. The amendments to the revolving credit facility include adjustments to interest margins, facility fees, financial covenant thresholds, and borrowing conditions, with some taking effect immediately and others contingent on the Ansys Merger's completion. The new Term Loan Agreement provides Synopsys with access to up to $4.3 billion to finance a portion of the Ansys Merger's cash consideration and related expenses, structured into two tranches with staggered maturities. This move also signifies the termination of a portion of Synopsys' previously arranged bridge financing, with the new term loan facility replacing it. These financial arrangements underscore Synopsys' proactive approach to managing its capital structure and ensuring funding for its significant strategic acquisition. Investors should note the shift in borrowing costs and covenants, which will be tied to Synopsys' credit ratings post-merger and its consolidated leverage ratio. While the revolving credit facility remains undrawn, the substantial new term loan facility highlights the financial scale of the ANSYS acquisition and the company's commitment to its strategic growth objectives. The filing provides detailed terms, including interest rate structures, maturity dates, and covenants, offering transparency into the company's debt obligations related to this transformative event.

Feb 14, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

Synopsys 8-K Report, Material Agreement (Jan 16, 2024)

On January 15, 2024, Synopsys (SNPS) entered into a definitive Agreement and Plan of Merger to acquire ANSYS (ANSS) in a transaction valued at roughly $35 billion in enterprise value. Ansys shareholders will receive $197.00 in cash plus 0.3450 Synopsys shares for each Ansys share, implying $390.19 per share based on Synopsys' December 21, 2023 closing price of $559.96, a premium of about 29% to Ansys' unaffected price. Ansys holders are expected to own about 16.5% of the combined company, with Synopsys holders owning about 83.5%. Synopsys plans to fund the roughly $19 billion cash component with cash on hand and debt, backed by $16 billion of committed senior bridge term loans from JPMorgan, Bank of America, and HSBC. Financing is not a closing condition for Synopsys. The strategic rationale centers on combining Synopsys' semiconductor EDA leadership with Ansys' simulation and analysis portfolio to create a 'silicon to systems' platform. Management projects the combined total addressable market will grow 1.5x to about $28 billion at roughly an 11% CAGR. Synopsys expects about 125 basis points of non-GAAP operating margin expansion and about 75 basis points of unlevered FCF margin expansion in the first full year after closing, with EPS accretion in the second full year. It also targets about $400 million of run-rate cost synergies by year three and about $400 million of revenue synergies by year four. The company expects to de-lever to below 2x debt to Adjusted EBITDA within two years of closing. Key risks include regulatory approvals (HSR and antitrust and foreign investment reviews), Ansys shareholder approval, and the debt load that the deal adds. The transaction carries a $1.5 billion reverse termination fee payable by Synopsys in certain antitrust or foreign investment scenarios, and a $950 million fee payable by Ansys in specified cases. The parties expect closing in the first half of 2025, and the End Date may extend to January 15, 2026.

Jan 16, 2024 8-K/A

Leadership ChangesExhibits & Filings

Synopsys 8-K/A Report, Executive Changes (Dec 21, 2023)

This 8-K/A filing from Synopsys (SNPS) serves as an amendment to a previous report, detailing the formalization of employment agreements for Sassine Ghazi and Dr. Aart de Geus following a CEO transition. Effective January 1, 2024, Sassine Ghazi will assume the role of President and CEO, while Dr. de Geus will transition to Executive Chairperson of the Board. The filing outlines Mr. Ghazi's new compensation package, including an annual base salary of $840,000 and a target bonus of 200% of his base salary. It also details significant equity awards granted to him in connection with his promotion and for fiscal year 2024, totaling over $18 million in grant date fair value across performance-based RSUs, time-based RSUs, and stock options. Dr. de Geus's agreement as Executive Chairperson specifies an initial annual base salary of $725,000 and also includes substantial equity awards for fiscal year 2024, with a total grant date fair value of $8 million. Both agreements include provisions for severance and accelerated equity vesting under specific termination scenarios, particularly during a change of control period, along with restrictive covenants such as non-competition and non-solicitation. Investors should note these executive compensation details and transition arrangements as key components of Synopsys's leadership evolution and governance.

Dec 21, 2023 8-K

Corporate ChangesExhibits & Filings

Synopsys 8-K Report, Bylaw Amendment (Dec 13, 2023)

Synopsys Inc. (SNPS) filed an 8-K report on December 12, 2023, detailing amendments to its Amended and Restated Bylaws. These changes, approved by the Board of Directors on December 11, 2023, are part of a broader governance review. The most significant alteration for investors is the reduction in the ownership threshold required for stockholders to request a special meeting, lowered from 20% to 15% of outstanding capital stock. Additional updates include clarifications on procedural requirements for stockholder nominations of directors, administrative adjustments for SEC universal proxy rules, and procedural changes related to Delaware General Corporation Law. These amendments aim to refine Synopsys' corporate governance framework and enhance shareholder engagement by making it slightly easier for a larger group of shareholders to convene a special meeting. Investors should note that the full details are available in the Amended and Restated Bylaws filed as an exhibit to this report.

Dec 13, 2023 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (Nov 29, 2023)

Synopsys reported strong fourth-quarter and full-year fiscal 2023 results (fiscal year ended October 31, 2023), with record revenue and profitability. Q4 revenue reached $1.599 billion, up roughly 25% year over year, and full-year revenue was $5.843 billion, up roughly 15%. GAAP diluted EPS was $2.26 for the quarter and $7.92 for the year, while non-GAAP diluted EPS was $3.17 for the quarter and $11.19 for the year, both exceeding the high end of prior guidance. Non-GAAP EPS for the full year rose 26% year over year, and management cited record operating margins and a backlog of $8.6 billion. Segment growth was led by Design IP, whose Q4 revenue rose to $513.7 million from $295.2 million, and Design Automation remained the largest contributor at $3.78 billion for the year. Management also announced a leadership transition, with Sassine Ghazi set to become CEO succeeding Aart de Geus, who will remain chair. For fiscal 2024, Synopsys guided to revenue of $6.57-6.63 billion and non-GAAP EPS of $13.33-13.41, with the first quarter of fiscal 2024 including an extra week. The company expects continued double-digit revenue growth, though its targets assume no further changes to export control restrictions or U.S. Entity List restrictions, which remain a key risk. Investors should note that the non-GAAP figures exclude significant items, notably stock compensation of $562 million for the year and restructuring charges of $77 million, so GAAP results are materially lower than non-GAAP results. The GAAP effective tax rate for the year was only 6.4%, and the company has adopted a 15% non-GAAP tax rate for fiscal 2024. Final audited financial statements will be included in the Form 10-K due on or before December 27, 2023.

Nov 29, 2023 8-K/A

Leadership Changes

Synopsys 8-K/A Report, Executive Changes (Sep 1, 2023)

This 8-K/A filing from Synopsys Inc. (SNPS) serves as an amendment to a previous filing, providing an update on board-level appointments. The key information for investors concerns the expansion and refinement of the company's board structure. Specifically, the filing confirms the appointment of Mr. Painter to the Board of Directors, which was initially reported on August 4, 2023. Further details provided in this amendment indicate that Mr. Painter has now been appointed to serve as a member of the Corporate Governance and Nominating Committee, effective August 31, 2023. While seemingly minor, board committee assignments are important as they signal the areas of expertise and focus of individual directors, and can influence strategic oversight and governance practices. Investors should note this update as part of their ongoing assessment of Synopsys's leadership and governance.

Sep 1, 2023 8-K

Other EventsExhibits & Filings

Synopsys 8-K Report, Corporate Update (Aug 24, 2023)

Synopsys, Inc. (Nasdaq: SNPS) disclosed in an August 24, 2023 Form 8-K that it entered into an accelerated share repurchase (ASR) agreement with Wells Fargo Bank, NA to buy back an aggregate of $300 million of its common stock. The filing is a relatively routine capital allocation disclosure under Item 8.01 (Other Events), with the details provided in the press release attached as Exhibit 99.1. No financial statements were included, and the filing does not report earnings, guidance, or other operating results. Under the ASR structure, Synopsys received an initial share delivery of approximately 569,000 shares at inception. The final number of shares repurchased will be determined by the average of Synopsys' daily volume-weighted average share prices over the repurchase period, less a negotiated discount, with any remaining settlement due on or before November 22, 2023. This mechanism lets the company retire shares immediately while pricing the balance over time, and it means the ultimate share count retired, and therefore the per-share economics, will depend on the stock's trading price through the settlement period. For investors, the key takeaways are that the buyback signals management's confidence in the company's valuation and its willingness to return capital, and that the repurchase is modest relative to a large-cap company's total capitalization. The press release also flags standard risks, including market price movements during the repurchase period, Wells Fargo's ability to borrow or buy shares, and broader banking and market instability. Investors should monitor the final settlement disclosure to confirm the total shares retired and the effective average price.

Aug 24, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

Synopsys 8-K Report, Executive Changes (Aug 16, 2023)

On August 16, 2023, Synopsys (SNPS) announced a planned CEO succession. Co-founder Aart de Geus, who has led the company since 1986, will step down as Chief Executive Officer effective January 1, 2024, and move into the newly created role of Executive Chair of the Board. Sassine Ghazi, currently President and Chief Operating Officer, will become President and CEO on that date. The Board had already appointed Ghazi as a director effective August 13, 2023, expanding its size from ten to eleven members. The filing describes the transition as the result of a systematic, multi-year succession planning process led by the Board, according to Lead Independent Director Roy Vallee. Ghazi has been with Synopsys since 1998, serving as COO since August 2020 and President since November 2021. The company states that de Geus and Ghazi will continue collaborating closely, and that de Geus will focus on supporting Ghazi and on the company's culture and technical innovation. For investors, the change is largely an internal promotion that preserves continuity in leadership and strategy, with a roughly four-month lead time before it takes effect. The filing does not yet disclose compensation terms for either executive; the company says these will be provided later through an amendment to this Form 8-K. Investors may want to watch that amendment, along with any commentary on strategy or capital allocation under the new CEO.

Aug 16, 2023 8-K

Earnings & ResultsExhibits & Filings

Synopsys 8-K Report, Financial Results (Aug 16, 2023)

Synopsys reported record third-quarter fiscal 2023 results for the quarter ended July 31, 2023, with revenue of $1.487 billion, up 19% year over year from $1.248 billion. GAAP EPS was $2.17 and non-GAAP EPS was $2.88, which exceeded the high end of company guidance. Non-GAAP operating margin expanded roughly four points to 35.3%, and non-GAAP EPS rose about 37% from $2.10. Design Automation delivered its first billion-dollar revenue quarter, with $1.004 billion in revenue, while Design IP revenue grew to $350 million and Software Integrity grew to $133 million. Management raised full-year fiscal 2023 guidance, now calling for revenue of $5.810-5.840 billion (roughly 14-15% growth) and non-GAAP EPS of $11.04-11.09 (roughly 24-25% growth). The company also reaffirmed a long-term model of double-digit annual revenue growth. Operating cash flow guidance is about $1.65 billion. Guidance assumes no further changes to export control restrictions or U.S. Entity List restrictions. The filing also announced a leadership transition: Sassine Ghazi, currently President and COO, will become President and CEO effective January 1, 2024, succeeding co-founder Aart de Geus, who remains chair. Investors should note that GAAP results were supported by a $23.8 million tax settlement benefit, and that non-GAAP results exclude substantial stock compensation ($144 million in the quarter), restructuring charges ($33 million), and amortization. Stock compensation and restructuring costs are recurring features that management excludes, so investors may wish to weigh GAAP results alongside the non-GAAP figures.

Aug 16, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

Synopsys 8-K Report, Executive Changes (Aug 7, 2023)

On August 7, 2023, Synopsys (SNPS) disclosed through an 8-K that its Board of Directors increased its size from nine to ten members and appointed Robert (Rob) Painter as an independent director, effective August 4, 2023. Painter is President and CEO of Trimble Inc. and has been on Trimble's board since January 2020. The filing is a governance update rather than a financial or operational disclosure, and it contains no reported financial results, guidance, or changes to Synopsys' business. The main investor-relevant detail is the compensation package for Painter's non-employee director role: an annual cash retainer of $125,000 paid quarterly and prorated for his first year, plus restricted stock awards with a combined grant-date value of about $525,000 ($350,000 initial award vesting over three annual meetings, and a $175,000 prorated interim award vesting at the first annual meeting). The Board expects to assign him to committees later. Synopsys also stated he has no material related-party transactions and no family relationships with other directors or officers, and he is entering the company's standard indemnification agreement. From an investor standpoint, the appointment adds an experienced public-company CEO with finance and digital-transformation background to the board, and is consistent with Synopsys' stated focus on 'smart everything' and AI-driven growth. The filing does not indicate any strategic, financial, or control implications, so the impact on the stock is expected to be minimal.

Aug 7, 2023 8-K/A

Shareholder Matters

Synopsys 8-K/A Report, Shareholder Vote Results (Jun 16, 2023)

This 8-K/A filing from Synopsys Inc. (SNPS) provides an update regarding the outcome of an advisory vote on executive compensation frequency held at their Annual Meeting of Stockholders on April 12, 2023. Investors indicated a preference for an annual "Say-on-Pay" vote. Consequently, the company has committed to holding this advisory vote every year. This decision aligns with investor sentiment and establishes a clear frequency for future executive compensation reviews until at least the 2029 Annual Meeting.

Jun 16, 2023

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