UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (~~Date~~date of earliest event reported): November 1 9, 2025

SYNOPSYS, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~its Charter~~charter)

Delaware	000-19807	56-1546236
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

675 Almanor ~~AveSunnyvale, California 94085 (Address of Principal Executive Offices) (Zip Code)~~Ave.

~~(650)~~Sunnyvale, ~~584-5000~~California 94085

(~~Registrant’s~~Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area~~offices) (Zip code)

Registrant’s telephone number, including area code: (650) 584-5000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value of $0.01 per share)	SNPS	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging ~~Growth~~growth ~~Company~~ company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0205 ~~Departure~~Costs ofAssociated ~~Directors~~with Exit or ~~Certain~~Disposal ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Activities.

On November 49, 2025, the Board of Directors of Synopsys, Inc. (“Synopsys”) ~~announced~~approved a restructuring plan that ~~Rick~~is ~~Mahoney~~expected ~~will~~to noresult ~~longer~~in ~~serve~~the astermination of approximately 10% of Synopsys’ ~~Chief~~workforce ~~Revenue~~as ~~Officer,~~of ~~effective~~fiscal ~~immediately~~2025 year-end (the “Restructuring Plan”). This restructuring will allow Synopsys isto invest in ~~advanced~~key ~~stages~~growth opportunities and drive business efficiencies following the completion of its ~~search~~acquisition of ANSYS, Inc. Synopsys currently estimates that it will recognize pre-tax charges to its GAAP financial results ranging from $300 million to $350 million consisting of severance and other one-time termination benefits, and other costs such as certain site closures as part of its global site strategy. Synopsys expects a majority of the workforce reductions in fiscal year 2026 and to ~~announce~~substantially acomplete ~~replacement~~the ~~shortly~~Restructuring Plan by the end of fiscal year 2027, subject to local law and consultation requirements.

This Item 72.0105 ~~Regulation~~includes FDcertain ~~Disclosure~~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 the restructuring in various jurisdictions, possible changes in the size, components and timing of the expected costs and charges, Synopsys’ ability to achieve the benefits of the announced restructuring, and the risks more fully described in filings Synopsys makes with the SEC from time to time, including in the sections entitled “Risk Factors” in Synopsys’ latest Annual Report on Form 10-K and in Synopsys’ latest Quarterly Report on Form 10-Q. The information provided herein is as of November 12, 2025. Synopsys undertakes no duty to, and does not intend to, update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law.

Synopsys reaffirms its financial targets for the fourth quarter and full fiscal year 2025 and looks forward to discussing its financial results at its earnings call on December 10, 2025.

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by Synopsys, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws, including the status of the replacement of Synopsys’ Chief Revenue Officer and the timing thereof, and Synopsys’ fourth quarter and full fiscal year 2025 financial targets, expectations and objectives. These statements involve risks, uncertainties and other factors, including those factors listed in Synopsys’ most recent reports on Form 10-K and Form 10-Q, that could cause our actual results, time frames or achievement to differ materially from those expressed or implied in such forward-looking statements. The information provided herein is as of November 4, 2025. Synopsys undertakes no duty to, and does not intend to, update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

SYNOPSYS, INC.

Dated: November 4, 2025

/S/ JANET LEE

Dated: November 12, 2025

/s/ JANET LEE

General Counsel & Corporate Secretary

General Counsel and Corporate Secretary

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