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

Reports
Securities & Listing·Regulation FD·Exhibits & Filings
Filing Date
Filed December 1, 2025
Period End
December 1, 2025
Security
SNPS
In the record · 2016–202610-K1010-Q338-K142

SNPS filed 10 annual reports (10-K), 33 quarterly reports (10-Q) and 142 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Nov ’16Nov ’16
  2. Leadership change8-K · Apr ’22Apr ’22
  3. Leadership change8-K · Apr ’24Apr ’24

Summary

Summary of the 8-K filed December 1, 2025. Cited figures are marked; the original filing is the authoritative source.

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 $414.79a 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.

Key Highlights

  1. NVIDIA purchased 4,821,717 newly issued SNPS common shares at $414.79 per share, for $2.0 billion in cash.
  2. The shares were issued in a private placement under Section 4(a)(2) of the Securities Act, not a public offering.
  3. The partnership is multi-year and non-exclusive, spanning CUDA-accelerated computing, agentic AI, and Omniverse digital twins.
  4. Synopsys will integrate AgentEngineer with NVIDIA's NIM microservices, NeMo Agent Toolkit, and Nemotron models for autonomous EDA workflows.
  5. The companies plan cloud access to GPU-accelerated engineering tools and joint go-to-market efforts through Synopsys's global direct sales and channel network.
  6. The filing discloses no revenue guidance, financial targets, or governance rights (such as board seats) tied to NVIDIA's stake.
  7. The release cites China export control restrictions as a risk factor for both companies.

Frequently Asked Questions

  1. How much did NVIDIA invest in Synopsys, and at what price?

    NVIDIA bought 4,821,717 shares of Synopsys common stock at $414.79 per share, for an aggregate cash purchase price of $2 billion.

  2. Why does the transaction matter for existing shareholders?

    The $2 billion is new equity capital, so the deal increases the share count and could dilute existing holders, though the filing does not state the percentage. The price is a fixed, market-based reference point, and the strategic partnership could support future growth if it produces meaningful revenue.

  3. Is this a public offering, and are the shares freely tradable?

    No. The shares were sold in a private placement relying on the Section 4(a)(2) exemption. Shares acquired this way are generally restricted securities, so resale typically requires registration or an available exemption such as Rule 144. The filing does not describe any specific registration rights.

  4. Is NVIDIA's partnership exclusive?

    No. The companies state that the partnership is not exclusive, and both will continue working with the broader semiconductor and EDA ecosystem.

  5. What financial impact should investors expect from the partnership?

    The filing and press release give no quantified revenue, margin, or earnings projections. They describe the initiatives qualitatively and note that the timing and availability of features are subject to change and at Synopsys's sole discretion.