01—Abstract
Summary
Summary of the 8-K filed October 5, 2026. Cited figures are marked; the original filing is the authoritative source.
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 billiona 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 $576b 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.
02—Key points
Key Highlights
- Synopsys entered into a $1 billion accelerated share repurchase (ASR) agreement with JPMorgan Chase Bank, National Association, announced October 5, 2026.
- Initial share delivery of approximately 1,735,000 shares, implying roughly $576 per share at inception based on the $1 billion notional.
- Final share count depends on the average daily VWAP over the repurchase period, less a discount, so the total number of shares retired may differ from the initial delivery.
- Any remaining settlement is due on or before January 5, 2027, setting a defined end date for the program.
- The disclosure was filed under Item 8.01 (Other Events), not as a material definitive agreement, suggesting it is not treated as a material agreement under Item 1.01.
- The filing contains no updated earnings guidance, financial results, or funding details, limiting the immediate quantitative financial impact disclosed.
- Forward-looking risks include share price volatility during the repurchase period and JPMorgan's ability to acquire shares needed to settle the ASR.
03—Questions
Frequently Asked Questions
How much is Synopsys spending on this share repurchase?
Synopsys has agreed to repurchase an aggregate of $1 billion of its common stock under the accelerated share repurchase agreement with JPMorgan Chase Bank, National Association.
How many shares will Synopsys receive?
Synopsys receives an initial delivery of approximately 1,735,000 shares. The final total depends on the average of the daily volume-weighted average share prices over the repurchase period, less a discount, and any remaining shares are to be settled on or before January 5, 2027.
What is an accelerated share repurchase and why does it matter?
An ASR lets a company buy a large block of shares immediately from a bank, which borrows and delivers the shares upfront. The bank then purchases shares in the open market over time to cover its position. This allows the company to retire shares quickly while the final price is averaged over the program, which can benefit the company if the stock price rises during the period and the average settles near the discounted market price.
Does this filing change Synopsys' financial outlook?
The 8-K does not include updated guidance, earnings figures, or a discussion of how the $1 billion will be funded. Investors should review Synopsys' most recent Form 10-Q and 10-K, and any subsequent earnings materials, to assess the effect on cash, debt, and share count.
What risks should investors consider?
Key risks include movement in Synopsys' share price during the repurchase period, which affects the final share count, and the ability of JPMorgan to buy or borrow enough shares to complete the transaction. The filing also references broader market and banking-sector conditions that could affect the program.
04—Continue