Every material Form 8-K Synopsys has filed with the SEC since March 17, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Synopsys reported third-quarter fiscal 2026 revenue of $2.477 billion, up from $1.740 billion a year earlier, and GAAP earnings of $2.84 per diluted share versus $1.50. The company raised its full-year fiscal 2026 revenue and non-GAAP EPS expectations, citing AI-driven demand, which signals stronger expected results for shareholders.
Q3 revenue was $2.477 billion versus $1.740 billion in Q3 fiscal 2025.
Q3 non-GAAP EPS was $3.91 versus $3.39; GAAP EPS was $2.84 versus $1.50.
Full-year fiscal 2026 revenue midpoint raised to $9.715 billion; non-GAAP EPS midpoint raised to $15.07.
Q4 fiscal 2026 non-GAAP EPS target range is $4.10 to $4.16 on revenue of $2.530 billion to $2.580 billion.
Synopsys said General Counsel and Corporate Secretary Janet Lee will leave that role effective the earlier of December 31, 2026, or the appointment of her successor. She will then move to an advisory role through June 30, 2027, or a later date set by Synopsys, to support a smooth transition.
Janet Lee will no longer serve as General Counsel and Corporate Secretary.
Departure is effective the earlier of December 31, 2026, or the appointment of a successor.
Lee will serve in an advisory role until June 30, 2027, or a later date set by Synopsys.
Synopsys entered a Cooperation Agreement dated May 26, 2026 with Elliott Investment Management and related funds. Under the agreement, Jesse Cohn, a Managing Partner at Elliott, joins the Synopsys board effective June 1, 2026, and the board grows to 11 members. The agreement adds a board seat for an activist investor and sets standstill and voting commitments that limit Elliott's stake.
Agreement dated May 26, 2026; Cohn's term runs to the 2027 annual meeting, effective June 1, 2026
Cohn joins the Corporate Governance and Nominating Committee and is included in the 2027 slate of nominees
Elliott may not exceed 4.9% beneficial ownership or 7.5% aggregate economic exposure during the Cooperation Period
The Cooperation Period lasts until the later of the first anniversary of the agreement or ten days after Cohn leaves the board
Synopsys reported second-quarter fiscal 2026 revenue of $2.276 billion, up from $1.604 billion a year earlier, and raised its full-year revenue and non-GAAP EPS targets. GAAP net income fell to $17.1 million, or $0.09 per diluted share, from $349.2 million a year earlier, and included $115.9 million in restructuring charges.
Q2 revenue $2.276 billion vs $1.604 billion a year earlier; non-GAAP EPS $3.35 vs $3.67.
GAAP net income $17.1 million ($0.09 per diluted share) vs $349.2 million ($2.24) a year earlier.
Full-year fiscal 2026 revenue midpoint raised to $9.665 billion from $9.610 billion; non-GAAP EPS midpoint raised to $14.76.
At its 2026 annual meeting on April 16, 2026, Synopsys stockholders approved an Amended and Restated Equity Incentive Plan that makes non-employee directors eligible for awards. Stockholders also elected all ten director nominees, approved an advisory vote on executive pay, and ratified KPMG LLP as auditor, but did not approve a proposal on stockholder right to act by written consent.
Equity Incentive Plan approved: 143,264,153 for, 4,027,288 against, 181,165 abstain, 16,113,486 broker non-votes
Ten directors elected, including Aart J. de Geus, John G. Schwarz and Mercedes Johnson, each with more votes for than against
Written consent proposal not approved: 59,013,869 for and 88,134,590 against
KPMG LLP ratified as auditor for fiscal year ending October 31, 2026, with 150,960,889 for and 12,242,955 against
Synopsys reported first-quarter fiscal 2026 revenue of $2.409 billion, up from $1.455 billion a year earlier and at the high end of its prior guidance. GAAP net income fell to $65.0 million, or $0.34 per diluted share, from $295.7 million, while non-GAAP EPS rose to $3.77 from $3.03. The board also authorized up to $2.0 billion of stock repurchases, which the company may suspend or terminate at any time.
Revenue of $2.409 billion vs. $1.455 billion a year earlier, at the high end of prior guidance
GAAP net income of $65.0 million ($0.34 per diluted share) vs. $295.7 million ($1.89) a year earlier; restructuring charges were $118.3 million
Non-GAAP EPS of $3.77 vs. $3.03 a year earlier
Board replenished the stock repurchase program with up to $2.0 billion of authorization; full-year revenue target of $9.61 billion at the midpoint reiterated
On February 14, 2026, Synopsys increased its board from eleven to twelve directors and appointed Peter A. Shimer, a former senior executive at Deloitte, as a director and Audit Committee member. The board also decided not to renominate directors Luis Borgen and Dr. Ajei Gopal, who will remain on the board through the 2026 Annual Meeting of Stockholders. The filing contains no financial results or guidance.
Board size increased from eleven to twelve directors; Shimer appointed effective immediately and will serve on the Audit Committee
Shimer receives a $140,000 annual cash retainer, a $350,000 initial restricted stock award vesting over three years, and a prorated interim restricted stock award based on a $200,000 annual award
Luis Borgen and Dr. Ajei Gopal will not be renominated and will serve through the 2026 Annual Meeting of Stockholders
Synopsys reported fourth-quarter fiscal 2025 revenue of $2.255 billion, up from $1.636 billion a year earlier, and full-year revenue of $7.054 billion, up about 15%. Non-GAAP earnings per diluted share fell to $2.90 in the quarter from $3.40 and to $12.91 for the year from $13.20, while GAAP EPS rose in the quarter to $2.39. The company expects fiscal 2026 revenue of $9.560 billion to $9.660 billion and non-GAAP EPS of $14.32 to $14.40, which includes expected Ansys revenue of $2.9 billion.
Q4 revenue was $2.255 billion versus $1.636 billion a year earlier; Ansys contributed $667.7 million
Q4 non-GAAP EPS was $2.90 versus $3.40; GAAP EPS was $2.39 versus $1.79
Fiscal 2026 targets: revenue $9.560 billion to $9.660 billion; non-GAAP EPS $14.32 to $14.40
Final fiscal 2025 financial statements will be included in the Form 10-K due on or before December 30, 2025
Synopsys's Board approved a restructuring plan on November 9, 2025, expected to end about 10% of the company's workforce as of fiscal 2025 year-end, following its acquisition of ANSYS. The company estimates pre-tax GAAP charges of $300 million to $350 million, which will weigh on reported results while management aims to free resources for growth investments and efficiency.
Board approved the restructuring plan on November 9, 2025.
Plan expected to terminate about 10% of workforce as of fiscal 2025 year-end.
Estimated pre-tax GAAP charges of $300 million to $350 million, mainly severance and site closures.
Majority of workforce reductions expected in fiscal 2026; plan substantially complete by end of fiscal 2027.
Synopsys said Chief Revenue Officer Rick Mahoney will no longer serve in that role, effective immediately, and that a replacement search is in advanced stages with an announcement expected shortly. The company also reaffirmed its fourth quarter and full fiscal 2025 financial targets and set an earnings call for December 10, 2025.
Rick Mahoney is leaving the Chief Revenue Officer role, effective immediately (November 4, 2025)
Synopsys says its search for a replacement is in advanced stages and expects to announce one shortly
Synopsys reaffirmed its fourth quarter and full fiscal year 2025 financial targets
Financial results will be discussed on an earnings call on December 10, 2025
Synopsys reported third-quarter fiscal 2025 revenue of $1.740 billion, up 14% from a year earlier, after closing the Ansys acquisition on July 17, 2025. GAAP net income fell to $242.5 million from $425.9 million, and the CEO said the IP business underperformed expectations, while the CFO said the company is taking a more conservative view of the fourth quarter.
Q3 GAAP earnings per diluted share were $1.50, versus $2.73 a year earlier; non-GAAP earnings per diluted share were $3.39, versus $3.43.
Design IP segment revenue was $427.6 million, down from $463.1 million, and its adjusted operating margin fell to 20.1% from 36.7%.
Full-year fiscal 2025 revenue target is $7.03 billion to $7.06 billion; fourth-quarter GAAP earnings per share target is a loss of $0.27 to $0.16.
Q3 interest expense was $146.5 million, compared with $11.7 million a year earlier.
Synopsys completed its acquisition of Ansys on July 17, 2025, with Ansys becoming a wholly owned subsidiary. Ansys shareholders received 0.3399 Synopsys shares plus $199.91 in cash per share, and Synopsys funded the cash portion partly with a $4.3 billion term loan, which adds significant debt for shareholders to weigh.
Each Ansys share converted into 0.3399 Synopsys common share and $199.91 in cash, with the exchange ratio reduced to keep share issuance within 19.9999% of outstanding Synopsys shares.
Synopsys borrowed the full $4.3 billion available under its Term Loan Credit Agreement on July 17, 2025.
Synopsys terminated about $690 million in remaining bridge facility commitments, reducing bridge commitments to $0.
Ajei Gopal and Ravi Vijayaraghavan joined the Synopsys board effective at the Effective Time, and Ansys common stock will no longer be listed on NASDAQ.
Synopsys reported second-quarter fiscal 2025 revenue of $1.604 billion, up from $1.455 billion a year earlier, and GAAP net income of $349.2 million, or $2.24 per diluted share, versus $1.92 a year earlier. The company reaffirmed its full-year 2025 revenue and non-GAAP operating margin guidance, which gives shareholders a clear view of the company's expected results for the rest of the fiscal year.
Q2 revenue was $1.604 billion versus $1.455 billion in the prior-year quarter; the company said this exceeded the midpoint of its guidance
Non-GAAP earnings per diluted share were $3.67, versus $3.00 a year earlier; GAAP earnings per diluted share were $2.24, versus $1.92
Full-year fiscal 2025 revenue target of $6.745 billion to $6.805 billion was reaffirmed; third-quarter revenue target is $1.755 billion to $1.785 billion
Synopsys said final second-quarter financial statements will be included in its Form 10-Q, due on or before June 9, 2025
At its April 10, 2025 annual meeting, Synopsys stockholders approved increases of 1,600,000 shares to the 2006 Employee Equity Incentive Plan and 2,200,000 shares to the Employee Stock Purchase Plan, and elected nine directors. Stockholders rejected a proposal on shareholder ratification of golden parachutes and ratified KPMG LLP as the independent auditor for fiscal 2025.
Equity plan amendment approved: 120,240,276 for, 5,705,104 against, 221,976 abstain
ESPP amendment approved: 125,552,814 for, 450,105 against, 164,437 abstain
Golden parachute proposal not approved: 48,395,048 for, 77,546,830 against
KPMG LLP ratified for fiscal year ending October 31, 2025, with 128,350,896 votes for
Synopsys issued six series of senior unsecured notes totaling $10.0 billion on March 17, 2025, to help fund its planned acquisition of Ansys, pay related fees and repay Ansys debt. The same day, it terminated about $9.91 billion of bridge facility commitments that had been set up for the Ansys deal, so the new notes replace that backup financing.
Six series totaling $10.0 billion: $1.0 billion due 2027, $1.0 billion due 2028, $2.0 billion due 2030, $1.5 billion due 2032, $2.4 billion due 2035 and $2.1 billion due 2055.
Four shorter series ($5.5 billion, due 2027 to 2032) must be redeemed at 101% of principal if the Ansys merger is not completed by January 31, 2026 (or a later agreed closing date), or if Synopsys says it will not pursue the deal.
Interest rates range from 4.550% to 5.700%, paid semi-annually on April 1 and October 1, starting October 1, 2025.
Effective March 17, 2025, Synopsys terminated about $9.91 billion in bridge facility commitments for the Ansys Merger.
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