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 of earliest event reported): November 9, 2025

SYNOPSYS, INC.

(Exact name of registrant as specified in charter)

Delaware

000-19807

56-1546236

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

675 Almanor Ave.

Sunnyvale, California 94085

(Address of principal executive 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:

☐

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))

☐

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 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 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 2.05

Costs Associated with Exit or Disposal Activities.

On November 9, 2025, the Board of Directors of Synopsys, Inc. (“Synopsys”) approved a restructuring plan that is expected to result in the termination of approximately 10% of Synopsys’ workforce as of fiscal 2025 year-end (the “Restructuring Plan”). This restructuring will allow Synopsys to invest in key growth opportunities and drive business efficiencies following the completion of its 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 substantially complete the Restructuring Plan by the end of fiscal year 2027, subject to local law and consultation requirements.

This Item 2.05 includes certain forward-looking statements with respect to the size and scope of the restructuring, and the approximate amount and expected timing of the related charges. These statements involve risks, uncertainties and other factors that could cause Synopsys’ actual results, time frames or achievements to differ materially from those expressed or implied in such forward-looking statements. Such risks, uncertainties and factors include but are not limited to, Synopsys’ ability to implement 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.

SIGNATURES

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

SYNOPSYS, INC.

Dated: November 12, 2025

/s/ JANET LEE

General Counsel and Corporate Secretary

SYNOPSYS INC 8-K