Synopsys (SNPS) 10-K risk factor changes: FY2025 vs FY2024

[removed: *•We] [added: We] may not [removed: be able to] realize the potential financial or strategic benefits of the transactions we complete, [added: including the Ansys Merger,] or find suitable target businesses and technology to [removed: acquire.*][added: acquire.]

[removed: *•If we fail] [added: Any failure] to [removed: timely] recruit and/or retain senior management and key employees [removed: globally,] [added: could harm] our [removed: business may be harmed.*][added: business, operating results and financial condition.]

[removed: *•Our] [added: Our] significant debt may limit our financial [removed: flexibility following the Ansys Merger.*][added: flexibility.]

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[removed: *•The] [added: The] covenants contained in the agreements governing our indebtedness [removed: following the Ansys Merger] may impose restrictions on us and certain of our subsidiaries that may affect our ability to operate our [removed: businesses.*][added: businesses.]

[removed: *•Catastrophic] [added: Due to the global nature of our business, our operating results may be negatively impacted by catastrophic] events and the effects of climate change, pandemics or other unexpected events [removed: may disrupt our business and harm our operating results.*][added: throughout the world.]

[removed: Uncertainty in the] [added: The current] macroeconomic [removed: environment, including] [added: environment demonstrates] the effects of, among other things, [added: changes in U.S. and global trade policy, including the tariffs enacted in 2025 by the U.S. and other governments,] sustained global inflationary pressures and elevated interest rates, potential economic slowdowns or recessions, supply chain disruptions, geopolitical [removed: pressures,] [added: pressures and] fluctuations in foreign exchange [removed: rates and associated global economic conditions, have resulted in volatility in credit, equity and foreign currency markets.][added: rates.]

This uncertain macroeconomic environment [removed: could lead] [added: has resulted in volatility in credit, equity and foreign currency markets and has led] some of our customers to postpone their decision-making, [added: delay their drawdowns under non-cancellable commitments,] decrease their spending and/or delay their payments to us.

Such caution by customers [removed: could,] [added: has,] among other things, [removed: limit] [added: limited] our ability to maintain or increase our sales or recognize revenue from committed contracts.

If these macroeconomic uncertainties persist [removed: and] [added: or if] economic conditions [removed: continue to] deteriorate, then the [added: global economy, including the] semiconductor and electronics industries [added: that are the core customers for our Design Automation and Design IP segments,] could [added: see their growth slow or] fail to [removed: grow.][added: grow at all.]

[removed: Future economic downturns could also adversely affect] [added: decrease and] our business, operating results and financial [removed: condition.][added: condition could be adversely affected.]

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A deterioration of conditions in worldwide credit markets could limit our ability to obtain external financing to fund our operations, capital expenditures or pending [removed: acquisitions, such as the Ansys Merger.][added: acquisitions.]

Any of the foregoing could cause adverse [removed: effects] [added: affects] on our business, operating results and financial condition, and could cause our stock price to decline.

[removed: We also] [added: In our Design Automation segment, we] compete [removed: with] [added: against a variety of different EDA vendors, including publicly traded companies that offer a variety of products and services as well as] other EDA vendors, including new entrants to the [removed: marketplace,] [added: market,] that offer products focused on one or more discrete phases of the IC design process.

In our Design IP segment, we compete against [removed: a growing number of] silicon IP providers as well as our customers’ internally developed IP.

[removed: For example, the] [added: The] adoption of [removed: cloud computing and] AI technologies [removed: may bring] [added: have brought] new demands and also challenges in terms of disruption to both our business models and existing technology offerings.

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At the same time, our customers and potential customers continue to demand a lower total cost of design, which can lead to the consolidation of their purchases from one [removed: vendor.][added: vendor or displacement of their purchases by internal development.]

Any failure to comply with the U.S. Export [removed: Administration] Regulations or other U.S. or non-U.S. [removed: export] [added: export, sanctions, or similar trade] requirements (collectively, the [removed: Export Regulations)] [added: Trade Restrictions)] could subject us to substantial civil and criminal penalties, including fines and the possible loss of the ability to engage in exporting and other international transactions.

Due to the nature of our business and technology, governmental agencies from time to time review certain transactions for compliance with applicable [removed: Export Regulations.][added: Trade Restrictions.]

For example, we have received administrative subpoenas from [removed: the U.S. Bureau of Industry and Security (the BIS)] [added: BIS] requesting production of information and documentation relating to transactions with certain Chinese entities.

[removed: The] [added: In particular, the] United States has published significant changes to [removed: the Export Regulations with respect to China and Russia,] [added: Trade Restrictions] and we anticipate additional changes to [removed: the Export Regulations] [added: Trade Restrictions] in the future.

These controls expand the scope of foreign-produced items subject to license requirements for certain entities on the [removed: U.S. government's] Entity [removed: List.][added: List maintained by the BIS.]

Future changes to the [removed: Export Regulations,] [added: Trade Restrictions,] including changes in the enforcement and scope of such regulations, [added: or the implementation of new or expanded license requirements,] may create delays in the introduction of our products or services in international markets or could prevent our customers with international operations from deploying our products or services globally.

In some cases, such changes [added: also] could prevent the export or import of our [removed: products.][added: products to certain destinations or persons.]

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A number of business combinations and strategic partnerships among our customers in the [removed: semiconductor and] [added: semiconductor,] electronics [added: and S&A-targeted] industries have occurred over the last several years, and more could occur in the future.

Further, we depend on a relatively small number of large [removed: customers, and on such] customers [removed: continuing to renew licenses and purchase additional products from us,] for a large portion of our revenues.

Consolidated competitors could have considerable financial resources and channel influence as well as broad geographic reach, which may enable them to be more competitive in, among other [removed: things, product differentiation, breadth of technology portfolio, pricing, marketing, services or support.]

- Uncertain economic, legal and political conditions in China, Europe, the Middle East and other regions where we do [removed: business, including, for example, changes in China-Taiwan relations, regional or global military conflicts, and related sanctions and financial penalties imposed on participants in such conflicts;][added: business;]

- Government trade restrictions, including tariffs, export [removed: controls] [added: controls, economic sanctions] or other trade barriers, and changes to existing trade [removed: arrangements, including the unknown impact of current and future U.S. and Chinese trade regulations;][added: arrangements;]

There is inherent risk, based on the complex relationships between certain Asian countries such as [removed: China, where we derive a growing percentage of our revenue,] [added: China] and the United States, that political, diplomatic or military events could result in trade disruptions, including tariffs, trade embargoes, export restrictions and other trade barriers.

A significant trade disruption, export restriction, or the establishment or increase of any trade barrier in any area where we do business could reduce customer demand and cause customers to search for substitute products and services, make our products and services more expensive or unavailable for customers, increase the cost of our products and services, have a negative impact on customer confidence and spending, make our products less competitive, or otherwise have an adverse impact on our backlog, future revenue and profits and our customers’ and suppliers’ business, operating results and financial [added: condition.]

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For example and as described above, the ongoing geopolitical and economic uncertainty between the U.S. and China, the unknown impact of current and future U.S. and Chinese trade regulations, [added: including tariffs,] and other geopolitical risks with respect to China and Taiwan may cause disruptions in the markets and industries we serve and our supply chain, decreased demand from customers for products using our solutions or other disruptions, which could, directly or indirectly, materially harm our business, operating results and financial condition.

In response to the U.S. [removed: adopting] [added: imposing] tariffs and trade barriers or taking other actions, other [removed: countries] [added: countries, such as China, have in the past and] may [removed: also adopt] [added: in the future impose] tariffs and trade barriers that could limit our ability to offer our products and [removed: services.][added: services in such jurisdictions.]

Current and potential customers who are concerned or affected by such tariffs or restrictions may respond by developing their own products or replacing our solutions, [added: including seeking alternatives from foreign competitors or open-source solutions not subject to these restrictions,] which would have an adverse effect on our business.

[removed: In addition to tariffs and other trade barriers, our] [added: Our] global operations are subject to numerous U.S. and foreign laws and regulations such as those related to anti-corruption, tax, corporate governance, imports and exports, [added: government contracts, economic sanctions,] financial and other disclosures, privacy and labor relations.

[removed: Any] [added: Furthermore, any] violation individually or in the aggregate could have a material adverse effect on our operations and financial condition.

If growth in the semiconductor and electronics industries or certain sectors within these industries slows or stalls, including, among other things, due to the factors creating an uncertain macroeconomic environment as discussed above, then demand for our products and services could

For example, while we have seen continued strength in the artificial intelligence and high-performance computing sectors, certain industries such as industrial, automotive and consumer electronics have recovered more slowly from recent macroeconomic uncertainty, which have affected our business and operating results.

For our Ansys S&A software solutions, our competitors include publicly traded companies, small, geographically-focused firms, startups, and solutions produced in-house by the end users.

For example, in response to recent market trends and underperformance of our Design IP segment, we are in the process of reallocating resources in our IP business to certain higher growth opportunities.

Our efforts in reallocating these resources and developing such new technology solutions may not succeed or generate expected returns, which may result in an adverse impact on our business and financial results.

We are also subject to certain requirements for enhanced denied party screening processes, which have led to, and, in the future may continue to lead to, elongated transaction cycles with certain customers.

The Trade Restrictions have evolved significantly and may continue to evolve in ways that may adversely impact our business or the business of our customers.

Trade Restrictions also may encourage customers or other parties to substitute or develop alternative products that are not subject to such restrictions.

For example, challenges with a major foundry customer negatively impacted our financial results for fiscal year 2025.

things, product differentiation, breadth of technology portfolio, pricing, marketing, services or support.

- Economic slowdowns, recessions or uncertainty in financial markets;

Any violation of these laws and regulations could subject us to, among other

things, investigations, fines, enforcement actions, disgorgement of profits, damages, civil or criminal penalties or injunctions, and result in our inability to conduct business in one or more countries.

Our Ansys business distributes its products through a global network of independent channel partners.

Difficulties in ongoing relationships with channel partners, such as failure to meet performance criteria, differences in handling customer relationships or the loss of a major channel partner, could adversely affect the performance of our Ansys business.

Channel partners may also result in additional compliance burdens for us and any failure by them to comply with various U.S. and foreign laws could subject us to, among other things, investigations, fines, enforcement actions, civil or criminal penalties or injunctions.

- Product competition in the EDA, IP, semiconductor or S&A-targeted industries;

- Our ability to innovate and introduce new products and services or effectively reallocate resources across our businesses to target the highest growth opportunities and meet customer demand;

- Our dependence on a relatively small number of large customers for a large portion of our revenue, and the impact of timing requirements and the value of contract renewals;

In the case of the Ansys Merger, the foregoing risks may be magnified due to the scale of the merger.

Despite these measures, there is no guarantee that a compromise of our third-party

During this time, we may also experience increased incidences of cyberattacks or other security breaches.

reputational harm and lose our competitive position, our products may become obsolete, and our business, operating results or financial condition could be adversely affected.

- Compete with new and existing competitors;

- Potential impacts on our supply chain, including the factors creating an uncertain macroeconomic environment as discussed above.

If we do not manage these risks related to our hardware products for any reason, our business and operating results would be harmed.

We have incurred a substantial amount of debt in connection with the Ansys Merger, including the Senior Notes and the $4.3 billion term loan.

Accordingly, as of October 31, 2025, we had approximately $13.5 billion of total debt.

Any actual or anticipated changes, or adverse conditions in the debt capital markets, could adversely affect the trading price of, or market for, our debt securities; increase interest expense under our credit facilities; increase the cost of, and adversely affect our ability to refinance, our existing debt; and adversely affect our ability to raise additional debt.

The agreements that govern our indebtedness contain various affirmative and negative covenants.

The indenture governing the Senior Notes also contains various affirmative and negative covenants.

We or our directors or officers are subject to litigation proceedings, which are expensive, could divert management attention and harm our business.

For example, we are currently named as a defendant in recently filed securities class action complaints.

The stock market in general, and Nasdaq and technological companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies.

The market price of our common stock is or may be volatile.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

In addition, certain of our directors and officers may be involved in ongoing securities or other lawsuits, including in the context of their roles with other public companies, and our directors or officers may in the future become

involved in such litigation.

Securities litigation, including the cost to defend against, and any potential adverse outcome resulting from any such proceeding, can be expensive, time-consuming, damage our reputation and divert our management’s and board of directors’ attention from other business concerns, which could seriously harm our business.

As noted above, on October 31, 2025 and November 25, 2025, respectively, two shareholder class action complaints were filed in the United States District Court for the Northern District of California against Synopsys and certain of our current directors and officers.

Risk Factor Summary

Our business is subject to numerous risks and uncertainties.

These risks include, but are not limited to, the following:

Industry Risks

*•Uncertainty in the macroeconomic environment, and its potential impact on the semiconductor and electronics industries, may negatively affect our business, operating results and financial condition.*

*•The growth of our business depends primarily on the semiconductor and electronics industries.*

*•We operate in highly competitive industries, and if we do not continue to meet our customers’ demand for innovative technology at lower costs, our products may not be competitive or may become obsolete.*

*•We are subject to governmental export and import requirements that could subject us to liability and restrict our ability to sell our products and services, which could impair our ability to compete in international markets.*

*•Consolidation among our customers and within the industries in which we operate, as well as our dependence on a relatively small number of large customers, may negatively impact our operating results.*

Business Operations Risks

*•The global nature of our operations exposes us to increased risks and compliance obligations.*

*•Our operating results may fluctuate in the future, which may adversely affect our stock price.*

*•Cybersecurity threats or other security breaches could compromise sensitive information belonging to us or our customers and could harm our business and our reputation.*

*•If we fail to protect our proprietary technology, our business will be harmed.*

*•We may not be successful in our AI initiatives, which could adversely affect our business, operating results or financial condition.*

*•We may pursue new product and technology initiatives or expand into adjacent markets, and if we fail to successfully carry out these initiatives, we could be adversely impacted.*

*•We may have to invest more resources in research and development than anticipated, which could increase our operating expenses and negatively affect our operating results.*

*•Product errors or defects could expose us to liability and harm our reputation and we could lose market share.*

*•Our hardware products, which primarily consist of prototyping and emulation systems, subject us to distinct risks.*

*•From time to time, we are subject to claims that our products infringe on third-party intellectual property rights.*

*•We may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which may disrupt our business and harm our financial results.*

*•Liquidity requirements in our U.S. operations may require us to raise cash in uncertain capital markets, which could negatively affect our financial condition.*

Risks Related to the Ansys Merger

*•We may fail to complete the Ansys Merger or may not complete it on the terms described herein or in our other filings with the SEC.*

*•The Ansys Merger is subject to the receipt of governmental approvals that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent completion of the Ansys Merger.*

*•Failure to realize the benefits expected from the Ansys Merger could adversely affect our business, operating results and financial condition.*

*•As a result of the Ansys Merger, we anticipate that the scope and size of our operations and business will substantially change and will result in certain incremental risks to us, including increased competition.

We may not realize the full expected benefits of the Ansys Merger.*

Legal and Regulatory Risks

*•Changes in tax laws and regulations or interpretations thereof, or any change in the application of existing laws and regulations may adversely affect our effective tax rates and financial results.*

*•Our business is subject to evolving corporate governance and public disclosure regulations and expectations that could expose us to numerous risks.*

*•We may be subject to litigation proceedings that could harm our business.*

General Risks

Such risks that may be heightened by uncertain macroeconomic conditions include China’s stated policy of becoming a global leader in the semiconductor industry, which may lead to increased competition or further disruption of international trade relationships, including, but not limited to, additional government trade restrictions.

For more on risks related to government export and import restrictions, see “*We are subject to governmental export and import requirements that could subject us to liability and restrict our ability to sell our products and services, which could impair our ability to compete in international markets.*”

Additionally, the banking and financial services industries are subject to complex laws and are heavily regulated.

There is uncertainty regarding how proposed, contemplated or future changes to the laws, policies and regulations governing the banking and financial services industry could affect our business.

For example, in response to this increasing complexity, some customers have chosen to focus on one discrete phase of the design process or opt for less advanced, but less risky, manufacturing processes that may not require the most advanced EDA products.

If growth in the semiconductor and electronics industries slows or stalls, including, among other things, due to sustained global inflationary pressures and elevated interest rates, a continued or worsening global supply chain disruption, geopolitical pressures or economic slowdowns or recessions then demand for our products and services could decrease and our business, operating results and financial condition could be adversely affected.

Additionally, as the EDA industry has matured, stronger competition has emerged from companies better able to compete as sole source vendors.

Unless otherwise noted, this Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: relates solely to our continuing operations and] does not include the operations of our [added: former] Software Integrity business.

*Discontinued Operations* of the *Notes to Consolidated Financial Statements* in this Annual Report for additional information about the [added: sale of our former] Software Integrity [removed: Divestiture.][added: business (the Software Integrity Divestiture).]

[removed: Fiscal] [added: *Fiscal 2025 compared to fiscal] 2024 [removed: Financial Performance Summary][added: financial performance summary*]

[removed: For] [added: The increase in total revenues for] fiscal [removed: 2024, our results reflect continued, strong execution and the resiliency of our business, including 15% revenue growth] [added: 2024] compared to fiscal [removed: 2023,] [added: 2023 was] primarily due to [removed: revenue] [added: the continued organic] growth [removed: across] [added: of our business in] all [removed: products] [added: product groups] and geographies.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | $ | [removed: 6,127.4] [added: 7,054.2] | | | | | $ | [removed: 5,318.0] [added: 6,127.4] | | | | | $ | [removed: 4,615.7] [added: 5,318.0] | |

| Cost of revenue | | | $ | [removed: 1,245.3] [added: 1,623.5] | | | | | $ | [removed: 1,030.9] [added: 1,245.3] | | | | | $ | [removed: 898.0] [added: 1,030.9] | |

| Operating expenses | | | $ | [removed: 3,526.4] [added: 4,515.7] | | | | | $ | [removed: 3,013.9] [added: 3,526.4] | | | | | $ | [removed: 2,569.0] [added: 3,013.9] | |

| Operating income | | | $ | [removed: 1,355.7] [added: 914.9] | | | | | $ | [removed: 1,273.2] [added: 1,355.7] | | | | | $ | [removed: 1,148.7] [added: 1,273.2] | |

| Net income from continuing operations attributed to Synopsys | | | $ | [removed: 1,441.7] [added: 1,336.1] | | | | | $ | [removed: 1,227.0] [added: 1,441.7] | | | | | $ | [removed: 970.2] [added: 1,227.0] | |

| Net income [added: (loss)] from discontinued operations attributed to Synopsys | | | $ | [removed: 821.7] [added: (3.9)] | | | | | $ | [removed: 2.8] [added: 821.7] | | | | | $ | [removed: 14.4] [added: 2.8] | |

| Diluted net income [added: (loss)] per share attributed to Synopsys: | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | [removed: 9.25] [added: 8.07] | | | | | $ | [removed: 7.91] [added: 9.25] | | | | | $ | [removed: 6.20] [added: 7.91] | |

| Discontinued operations | | | $ | [removed: 5.26] [added: (0.03)] | | | | | $ | [removed: 0.01] [added: 5.26] | | | | | $ | [removed: 0.09] [added: 0.01] | |

[removed: *Fiscal 2023 compared to fiscal 2022 financial performance summary*][added: Fiscal 2025 Financial Performance Summary]

- Total cost of revenue and operating expenses was [removed: $4.0] [added: $6.1] billion, an increase of [removed: $577.8 million] [added: $1.4 billion] or [removed: 17%,] [added: 29%,] primarily due to an increase of [removed: $246.7] [added: $664.5] million in employee-related costs [removed: resulting] from headcount increases [removed: through organic growth] [added: as a result of the Ansys Merger of $432.1 million] and [removed: acquisitions.][added: the balance from organic growth, as well as $457.8 million of amortization expense related to intangible assets acquired from the Ansys Merger.]

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For more information about our business segments and product groups, see Part I, Item [removed: 1] [added: 1,] *Business* [removed: of this] [added: in our] Annual Report.

We achieved these results because of our solid execution, leading technologies and strong customer relationships, and because we generally recognize our revenue for software licenses over the arrangement period, which typically approximates [added: two to] three years.

*Summary of Significant Accounting [removed: Polices] [added: Policies] and Basis of Presentation* of the *Notes to Consolidated Financial Statements* in this Annual Report for a discussion on our revenue recognition policy*.* The revenue we recognize in a particular period generally results from selling efforts in prior periods rather than the current period.

Our revenue growth from period to period is expected to vary based on the mix of our [removed: time based] [added: time-based] and upfront products.

Based on our leading technologies, customer relationships, business model, diligent expense [removed: management,] [added: management] and acquisition strategy, we believe that we will continue to execute our strategies successfully.

[removed: Pending Acquisition] [added: Acquisition] of Ansys

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[removed: In connection with the execution of the Merger Agreement,] [added: On January 15, 2024,] we entered into [removed: a commitment letter on January 15, 2024 (the] [added: the] Bridge Commitment [removed: Letter)] [added: Letter] with certain financial institutions that committed to provide, subject to the satisfaction of customary closing conditions, [removed: a senior unsecured] [added: the] bridge [removed: facility] [added: commitment] (the Bridge [removed: Commitment).][added: Commitment) for the purpose of financing a portion of the aggregate Cash Consideration in the Ansys Merger and paying related fees and expenses in connection with the Ansys Merger and the other transactions contemplated by the Merger Agreement.]

See Note [removed: 11.][added: 4.]

[removed: *Bridge] [added: *Senior Notes, Bridge] Commitment Letter, Term Loan and Revolving Credit Facilities* of the *Notes to Consolidated Financial Statements* in this Annual Report for [removed: more information on the Bridge Commitment and the Term Loan Agreement.][added: further discussion.]

Impact of the Current Macroeconomic [removed: and Geopolitical] Environment

[removed: Uncertainty in the] [added: The current] macroeconomic environment, including the effects of, among other things, [added: changes in U.S. and global trade policy, including the tariffs enacted in 2025 by the U.S. and other governments,] sustained global inflationary pressures and elevated interest rates, potential economic slowdowns or recessions, supply chain disruptions, geopolitical pressures, [added: and] fluctuations in foreign exchange rates, [removed: and associated global economic conditions,] have resulted in [added: increased] volatility in [removed: credit, equity and foreign currency] [added: global] markets.

[removed: In fiscal 2024, while] [added: While] we [removed: saw] [added: have seen] continued strength in the artificial intelligence and high-performance computing sectors, certain industries such as industrial, automotive and consumer electronics [removed: are recovering] [added: have recovered] more slowly from recent macroeconomic uncertainty.

We expect growth across our geographies in fiscal [removed: 2025;] [added: 2026;] however, we are expecting a challenging near-term [removed: growth] environment, including in China, due to macroeconomic factors [removed: as well as, to a lesser degree, Entity List] and [removed: other global trade restrictions.][added: Trade Restrictions (as defined below).]

[removed: The current uncertain macroeconomic environment could lead some of our] customers to postpone their decision-making, [added: delay their drawdowns under non-cancellable commitments,] decrease their spending and/or delay their payments to us.

[removed: For more on risks related to the current macroeconomic and geopolitical environment, see] [added: See] Part I, Item 1A, *Risk Factors*, “*Uncertainty in the macroeconomic environment, and its potential impact on the semiconductor and electronics industries, may negatively affect our business, operating results and financial condition*” [added: and "*Our operating results may fluctuate in the future, which may adversely affect our stock price*"] of this Annual [removed: Report.][added: Report for further discussion of the impact of global economic uncertainty on our business, operations and financial condition and potential fluctuations in our operating results, respectively.]

We are also [removed: actively] monitoring [added: other] geopolitical pressures around the world, including, among others, changes in China-Taiwan [added: and U.S.-China] relations, the conflicts in Ukraine and the Middle East and other regional or global military [removed: conflicts.]

While we are actively monitoring [removed: this conflict,] [added: the conflicts in the Middle East,] at this [removed: time, it has] [added: time they have] not had a material impact on our business, operating results or financial condition to date.

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The Bureau of Industry and Security [removed: (BIS)] of the U.S. Department of Commerce [removed: published] [added: (BIS) has continued to publish] changes to U.S. export control regulations [removed: (U.S.] [added: (the U.S.] Export Regulations), including, among other things, the inclusion of certain Chinese technology companies on the Entity List, restrictions on the export of electronic computer-aided design [added: (ECAD)] software specially designed for the development of [removed: ICs with Gate-All-Around Field-Effect Transistor structures,] [added: certain ICs, as well as controls on ECAD software for advanced semiconductor packaging involving multiple chips or chiplets,] and certain other restrictions [removed: to] [added: on] China’s access to certain semiconductor and advanced computing technology.

We anticipate additional changes to [added: the] U.S. Export Regulations [added: or other U.S. or non-U.S. export, sanctions, or similar trade requirements (collectively, the Trade Restrictions)] in the future, but we cannot forecast the scope or timing of such changes, nor the impact on our business.

We will continue to monitor such developments, including potential additional [removed: trade restrictions,] [added: Trade Restrictions, new or expanded license requirements,] and other regulatory or policy changes by the U.S. and foreign governments.

[removed: *Discontinued Operations*] [added: *Financial Assets and Liabilities*] of the *Notes to Consolidated Financial Statements* in this Annual Report for [removed: additional information on discontinued operations.][added: further discussion.]

For fiscal 2025, our results reflect continued, strong execution and the resiliency of our business, including 15% revenue growth compared to fiscal 2024, primarily due to revenue growth across a majority of product groups and geographies and the closing of the Ansys Merger, which contributed $756.6 million in revenue, which was offset by weakness in our business in China, which saw revenue decrease 22% compared to fiscal 2024, excluding Ansys.

We saw strength in our Design Automation segment, including strong demand for our hardware products.

This was offset by weakness in our Design IP segment, due to several headwinds, including China export control restrictions, such as the Q3 2025 BIS Restrictions (as defined below), which disrupted customer design starts in China, weaker than expected demand from a major foundry customer, and certain roadmap and resource decisions that did not yield their intended results.

We have begun taking actions to sharpen our execution and reallocate resources to the highest growth opportunities in our Design IP segment, but expect to see muted growth in fiscal 2026.

- Revenues were $7.1 billion, an increase of $926.8 million or 15%, which includes revenues from Ansys of $756.6 million.

The remaining growth came organically across a majority of products and geographies and was partially offset by the impact of the extra week in the first quarter of fiscal 2024 of approximately $63.2 million, and by weakness in our business in China, which saw revenue decrease 22% compared to fiscal 2024, excluding Ansys, and in our Design IP segment due to several headwinds, including China export control restrictions, such as the Q3 2025 BIS Restrictions, weaker than expected demand from a major foundry customer, and certain roadmap and resource decisions that did not yield their intended results.

Synopsys delivers industry-leading silicon design, simulation and analysis (S&A) and IP solutions as well as design services.

We partner closely with our customers across a wide range of industries to maximize their R&D capability and productivity, powering innovation today that ignites the ingenuity of tomorrow.

Our growth strategy is focused on expanding our total addressable market by maximizing the capabilities of R&D teams across industries spanning semiconductor, high-tech, industrial, aerospace, and more with engineering solutions from silicon to systems.

Our priorities are to maintain and expand our technology leadership, drive sustainable growth and efficiently scale to accelerate our strategy.

Our upfront products have grown at a faster rate than our time-based products in recent periods, which has resulted in, and may in the future result in, increased fluctuation in our business, operating results and overall financial position on a quarterly basis.

Such fluctuation may be more pronounced depending on demand from our larger customers.

See Part I, Item 1A, *Risk Factors, "Our operating results may fluctuate in the future, which may adversely affect our stock price"* of this Annual Report for further discussion on potential fluctuations in our operating results.

On July 17, 2025 (the Acquisition Date), we completed our acquisition of ANSYS, Inc. (Ansys) pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of January 15, 2024 (the Merger Agreement) by and among Synopsys, Ansys and ALTA Acquisition Corp. (Merger Sub), a Delaware corporation and a wholly owned subsidiary of Synopsys (the Ansys Merger).

*Business Combinations* of the *Notes to Consolidated Financial Statements* for more information on the Ansys Merger.

The current uncertain macroeconomic environment has led some of our

See the discussion below under the heading "Impact of Global Trade Policy and the Current Geopolitical Environment" and in Part I, Item 1A, *Risk Factors*, "*We are subject to governmental export and import requirements that could subject us to liability and restrict our ability to sell our products and services, which could impair our ability to compete in international markets*" of this Annual Report for further discussion of the impact of Trade Restrictions, including export control regulations and geopolitical events on Synopsys.

Impact of Global Trade Policy and the Current Geopolitical Environment

We are actively monitoring changes to global trade policy, such as changes to U.S. Export Regulations (as defined below) and developments related to the tariffs enacted by the U.S. government.

In fiscal 2025, the U.S. government imposed a number of new and higher U.S. tariffs on imports from countries around the world.

Certain countries have responded to the U.S. tariffs by imposing or threatening retaliatory tariffs.

There may be additional changes to tariffs or new tariffs and other aspects of global trade policy in fiscal 2026 in the U.S. and other countries due to global trade negotiations and other factors.

These changes in global trade policy have not had a material impact on our business, operating results or financial condition to date.

U.S.-China relations remain fluid, in particular with respect to trade policy and export restrictions relating to dual-use technologies.

For example, on May 29, 2025, Synopsys received a so-called “is-informed” letter from the BIS imposing a license requirement for the export, reexport, or in-country transfer of EDA software and technology classified under export control classification numbers (ECCNs) 3D991 and 3E991 when a party to the transaction is located in China or is a Chinese “military end user,” wherever located (such restrictions, the Q3 2025 BIS Restrictions).

The Q3 2025 BIS Restrictions were subsequently rescinded on July 2, 2025.

China export control restrictions, including the Q3 2025 BIS Restrictions, have negatively impacted our business in China, including in our Design IP segment, and may continue to impact design starts or other aspects of our business in China in the future.

The evolving nature of U.S. Export Regulations, including the potential for new and expanded license requirements of this or similar nature, creates uncertainty regarding the current and future impacts on our business.

conflicts.

Engineers use our S&A solutions to virtually test and optimize designs across various physics domains, such as structural analysis, thermal analysis, and computational fluid dynamics (CFD).

Fiscal 2024 was a 53-week year ended on November 2, 2024.

Fiscal 2023 was a 52-week year ended on October 28, 2023.

A critical accounting estimate is defined as one that has a material impact on our financial condition and results of operations and requires us to make difficult, complex or subjective judgments, often as a result of the need to make estimates about matters that are inherently uncertain.

Where applicable, we base these estimates and assumptions on historical experience and evaluate them on an ongoing basis to ensure that they remain reasonable under current conditions.

We believe that the following critical accounting policies reflect more significant judgments and estimates used in the preparation of our consolidated financial statements regarding critical accounting estimates.

Software subscription arrangements for S&A solutions include bundles of time-based software licenses with support services, which includes rights to technical support and software updates that are provided over the support term and are transferred to the customer over time.

We have concluded that the updates to time-based software licenses are not considered integral to maintaining the utility of the software and hence consider the license and support services as separate performance obligations.

We also license S&A software on a perpetual basis with support services, which includes a stand-ready obligation to provide technical support and software updates over the support term.

We allocate the total consideration received for the bundled perpetual and support service arrangements based on the standalone selling prices of the perpetual license and support service.

Changes in our estimates and assumptions may impact valuation of intangible assets, subsequent amortization of intangible assets as well as amounts recognized as goodwill.

See “Software Integrity Divestiture” below and Note 3.

We have seen our customer set continue to expand as more companies in more industries define and optimize system performance at the silicon level.

We also continue to see our total cost of revenue and operating expenses increase as we invest in our workforce and grow our research and development capabilities.

- Revenues were $5.3 billion, an increase of $702.3 million or 15%, primarily due to revenue growth across all products and geographies.

- Operating income was $1.3 billion, an increase of $124.5 million or 11%.

Synopsys delivers trusted and comprehensive silicon to systems design solutions, from EDA, including system verification and validation solutions, to silicon IP.

We partner closely with semiconductor and systems customers across a wide range of industries to maximize their engineering and research and development capacity.

We are catalyzing the era of pervasive intelligence, powering innovation today that ignites the ingenuity of tomorrow.

Our growth strategy is based on maintaining and building on our leadership in our Design Automation products, expanding and proliferating our Design IP offerings and continuing to expand our product portfolio and our total addressable market.

On January 15, 2024, we entered into an Agreement and Plan of Merger (the Merger Agreement) to acquire all of the outstanding shares of Ansys, a provider of broad engineering simulation and analysis software and services, in a cash-and-stock transaction (the Ansys Merger) that values Ansys at approximately $35.0 billion, based on the closing price of Synopsys common stock on December 21, 2023.

Under the terms of the Merger Agreement, at the effective time of the Ansys Merger (the Effective Time), each share of Ansys common stock issued and outstanding immediately prior to the Effective Time (with certain exceptions set forth in the Merger Agreement) will be converted into the right to receive 0.3450 (the Exchange Ratio) of a share of Synopsys common stock and $197.00 in cash, without interest.

The Exchange Ratio is expected to result in Ansys equityholders and Synopsys equityholders owning approximately 16.5% and 83.5%, respectively, of the combined company on a pro forma basis following the Effective Time.

The Merger Agreement also provides for Synopsys’ assumption of certain outstanding Ansys options and other unvested Ansys equity awards held by continuing Ansys employees.

If the stock consideration to be issued by Synopsys in connection with the Ansys Merger exceeds 19.9999% of the shares of Synopsys common stock issued and outstanding immediately prior to the Effective Time, the Exchange Ratio will be reduced to the minimum extent necessary to ensure that the aggregate number of shares of Synopsys common stock to be issued in connection with the Ansys Merger does not exceed such threshold, and the cash consideration will be correspondingly increased to offset such adjustment.

Pursuant to the Merger Agreement, at the Effective Time, two members of the board of directors of Ansys selected by mutual agreement of Synopsys and Ansys will become members of the Board of Directors of Synopsys.

If the closing occurs less than six months prior to the next annual meeting of Synopsys’ stockholders, Synopsys will nominate such directors for election at such meeting.

On March 19, 2024, Synopsys and Ansys mutually agreed to designate Dr. Ajei Gopal, the current President and Chief Executive Officer of Ansys, to become a member of the Synopsys Board of Directors at the Effective Time, subject to the completion of Synopsys’ director nomination process and satisfaction of all applicable eligibility requirements established by Synopsys’ Corporate Governance and Nominating Committee.

Ansys and Synopsys have not yet determined or agreed on the remaining member of the Ansys board of directors to be appointed to the Synopsys Board of Directors.

The Ansys Merger was approved by the holders of a majority of the outstanding shares of Ansys common stock on May 22, 2024 and is anticipated to close in the first half of calendar year 2025.

The Ansys Merger is subject to the satisfaction or waiver of customary closing conditions, including, among other things, the clearance of the Ansys Merger under certain antitrust and foreign investment regimes, and the continued effectiveness of the registration statement on Form S-4 (File No. 333-277912) filed by us on March 14, 2024 and declared effective by the SEC on April 17, 2024.

Following the determination that it was a necessary step towards obtaining governmental approval of and successfully closing the Ansys Merger, on September 3, 2024, we signed a definitive agreement for the sale of

our Optical Solutions Group to Keysight Technologies, Inc. (the Optical Solutions Divestiture).

The Optical Solutions Divestiture is subject to customary closing conditions, including review by regulatory authorities, and the successful closing of the Ansys Merger.

We and Ansys each have termination rights under the Merger Agreement.

A fee of $1.5 billion may be payable by us to Ansys, or a fee of $950.0 million may be payable by Ansys to us, upon termination of the Merger Agreement under specified circumstances, each as more fully described in the Merger Agreement.

The receipt of financing by us is not a condition to complete the Ansys Merger.

On October 3, 2024, we reduced the Bridge Commitment by $1.1 billion to $10.6 billion following the closing of the Software Integrity Divestiture (as defined below).

The Bridge Commitment currently provides for an aggregate principal amount of up to $10.6 billion.

On February 13, 2024, we entered into a term loan facility credit agreement (the Term Loan Agreement), which provides us with the ability to borrow up to $4.3 billion at the closing of the Ansys Merger, subject to the satisfaction of customary closing conditions for similar facilities, for the purpose of financing a portion of the cash consideration to be paid in the Ansys Merger and paying related fees and expenses in connection with the Ansys Merger and the other transactions contemplated by the Merger Agreement.

For more on the anticipated impact of export control regulations, see the discussion below and in Part I, Item 1A, *Risk Factors* of this Annual Report.

Developments in Export Control Regulations

We currently believe U.S. Export Regulations will not have a material impact on our business.

Software Integrity Divestiture

On May 5, 2024, we entered into an Equity Purchase Agreement (the Purchase Agreement), by and between Synopsys and Sapphire Software Buyer, Inc. (Buyer), an entity controlled by funds affiliated with Clearlake Capital Group, L.P. and Francisco Partners (together, the Sponsors).

On September 30, 2024, we completed the previously announced sale of our Software Integrity business to entities controlled by funds affiliated with the Sponsors (the Software Integrity Divestiture).

We previously determined that the Software Integrity business met the criteria to be disclosed as discontinued operations in the second quarter of fiscal 2024.

Fiscal 2024 was a 53-week year ending on November 2, 2024, which impacted our revenue, expenses and operating results.

Fiscal 2023 and 2022 were 52-week years and ended on October 28, 2023, and October 29, 2022, respectively.

The financial impact of one extra week included the amounts associated with the discontinued operations.

Our consolidated financial statements have been prepared in accordance with U.S. GAAP.

To achieve this objective, we maintain our portfolio of investments in a mix of tax-exempt and taxable instruments that meet high credit quality standards, as specified [removed: in our investment policy.]

As of October 31, [removed: 2024,] [added: 2025,] all of our cash, cash equivalents, and debt were at short-term variable or fixed interest rates.

As of October 31, [removed: 2024,] [added: 2025,] we had short term fixed income investment portfolio of [removed: $153.9] [added: $72.9] million.

Our cash [removed: equivalents] [added: equivalents, short-term investments] and debt by fiscal year of expected maturity and average interest rates as of October 31, [removed: 2024] [added: 2025] are as follows:

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] and thereafter | | | | | | | | | | | | Total | | | | | | Fair Value | | |

| Cash & Cash equivalents | | | $ | [removed: 3,778,164] [added: 2,797.2] | | | | | [added: $] | [added: —] | | | | | [added: $] | [added: —] | | | | | [added: $] | [added: —] | | | | | [added: $] | [added: —] | | | | | | | | | | | $ | [removed: 3,778,164] [added: 2,797.2] | | | | | $ | [removed: 3,778,164] [added: 2,797.2] | |

| Approx. average interest rate | | | [removed: 3.56] [added: 2.89] | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Short-term debt] [added: Debt] (variable rate): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Credit Facility in China | | | [added: $] | [added: 2.6] | | | | | [added: $] | [added: 2.6] | | | | | [added: $] | [added: 2.6] | | | | | [added: $] | [added: 2.6] | | | | | $ | [removed: 15,601] [added: 2.6] | | | | | | | | | | | $ | [removed: 15,601] [added: 13.1] | | | | | $ | [removed: 15,601] [added: 13.1] | |

| Average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: LPR + .74% of such rate] | | | | | | | | | | | | [added: LPR + .74% of such rate] | | | | | | | | |

[removed: In addition, increased] [added: Increased] international sales in the future may result in greater foreign currency denominated sales, increasing our foreign currency risk.

We enter into hedges in the form of foreign currency forward contracts to reduce our exposure to foreign currency rate changes on non-functional currency denominated forecasted transactions and balance sheet positions including: (1) certain assets and liabilities, (2) shipments forecasted to occur within approximately one month, (3) future billings and revenue on previously shipped orders, and (4) certain future intercompany invoices [removed: denominated in foreign currencies.]

The duration of forward contracts usually ranges from [removed: 2 months] [added: 1 month] to [removed: 29] [added: 30] months.

*Summary of Significant Accounting Policies and Basis of Presentation* and Note [removed: 9.][added: 8.]

*Financial Assets and Liabilities* of the *Notes to Consolidated Financial Statements* in this Annual Report for a description of our accounting for foreign currency [added: forward] contracts*.*

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For example, if the Euro were to depreciate by 10% compared to the U.S. dollar prior to the settlement of the Euro forward contracts listed in the table below as of October 31, [removed: 2024,] [added: 2025,] the fair value of the contracts would decrease by approximately [removed: $16.4] [added: $3.4] million, and we would be required to pay approximately [removed: $16.4] [added: $3.4] million to the counterparty upon contract maturity.

At the same time, the U.S. dollar value of our Euro-based expenses would decline, resulting in positive cash flow of approximately [removed: $16.4] [added: $3.4] million that would offset the loss and negative cash flow on the maturing forward contracts.

Information about the gross notional values of our foreign currency contracts as of October 31, [removed: 2024] [added: 2025] is as follows:

| British pound sterling | | | [removed: 10,055] [added: 4,484] | | | | | | [removed: 1.257] [added: 1.322] | | |

*Equity Price Risk.* Our non-marketable equity securities investments totaled [removed: $15.7] [added: $45.0] million and [removed: $19.1] [added: $15.7] million as of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

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in our investment policy.

As of October 31, 2025, we had $10.0 billion in principal amount of fixed rate senior notes outstanding with the fair value of $10.1 billion.

As of October 31, 2025, we also had $3.5 billion of outstanding term loans, which are subject to floating interest rates.

The carrying value of the term loans approximates their fair value as the underlying interest rates are tied to SOFR or ABR.

However, it would not impact the interest expense on our fixed rate senior notes outstanding.

| | | | (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Short-term investments | | | $ | 27.0 | | | | | $ | 29.3 | | | | | $ | 16.6 | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 72.9 | | | | | $ | 72.9 | |

| Approx. average coupon rate | | | 2.76 | | % | | | | 3.82 | | % | | | | 3.66 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Senior Notes | | | $ | — | | | | | $ | 1,000.0 | | | | | $ | 1,000.0 | | | | | $ | — | | | | | $ | 8,000.0 | | | | | | | | | | | $ | 10,000.0 | | | | | $ | 10,143.0 | |

| Average interest rate | | | | | | | | | 4.84 | | % | | | | 4.85 | | % | | | | | | | | | | 5.31 | | % | | | | | | | | | | 5.22 | | % | | | | | | |

| Term Loan | | | $ | — | | | | | $ | 600.0 | | | | | $ | 2,850.0 | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 3,450.0 | | | | | $ | 3,450.0 | |

| Average interest rate | | | | | | | | | 5.39 | | % | | | | 5.48 | | % | | | | | | | | | | | | | | | | | | | | | | 5.46 | | % | | | | | | |

| Deferred payment on settlement of interest rate treasury lock | | | $ | 22.1 | | | | | $ | 22.1 | | | | | $ | 22.1 | | | | | $ | 22.1 | | | | | $ | 22.1 | | | | | | | | | | | $ | 110.6 | | | | | $ | 110.6 | |

| Interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3.45 | | % | | | | | | |

denominated in foreign currencies.

| Indian rupee | | | $ | 637,068 | | | | | 88.896 | | |

| Japanese yen | | | 375,436 | | | | | | 147.960 | | |

| Chinese renminbi | | | 187,276 | | | | | | 7.056 | | |

| Canadian dollar | | | 151,455 | | | | | | 1.382 | | |

| Taiwanese dollar | | | 103,539 | | | | | | 30.481 | | |

| Euro | | | 34,241 | | | | | | 1.116 | | |

| Korean won | | | 9,959 | | | | | | 1,430.200 | | |

| Israel shekel | | | 2,923 | | | | | | 3.248 | | |

| Singapore dollar | | | 1,685 | | | | | | 1.291 | | |

| | | | $ | 1,508,066 | | | | | | | |

Table of Contents

| | | | (in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Short-term investments | | | $ | 57,156 | | | | | $ | 58,484 | | | | | $ | 27,380 | | | | | $ | 4,260 | | | | | $ | 6,589 | | | | | | | | | | | $ | 153,869 | | | | | $ | 153,869 | |

| Approx. average coupon rate | | | 3.25 | | % | | | | 4.17 | | % | | | | 4.29 | | % | | | | 4.43 | | % | | | | 5.37 | | % | | | | | | | | | | | | | | | | | | |

If the U.S. dollar continues to strengthen, this could adversely affect our financial condition and operating results.

| Indian rupee | | | $ | 589,799 | | | | | 86.973 | | |

| Japanese yen | | | 469,566 | | | | | | 151.041 | | |

| Euro | | | 164,701 | | | | | | 1.100 | | |

| Canadian dollar | | | 157,536 | | | | | | 1.369 | | |

| Chinese renminbi | | | 122,191 | | | | | | 7.013 | | |

| Korean won | | | 68,720 | | | | | | 1,342.594 | | |

| Taiwanese dollar | | | 64,599 | | | | | | 32.042 | | |

| Israel shekel | | | 34,919 | | | | | | 3.704 | | |

| Singapore dollar | | | 2,557 | | | | | | 1.328 | | |

| Swiss franc | | | 1,698 | | | | | | 0.883 | | |

| | | | $ | 1,686,341 | | | | | | | |

We are a global leader in supplying the mission-critical EDA [removed: software] [added: solutions] that engineers use to design and test integrated circuits (ICs), also known as chips or silicon, and we are pioneering artificial intelligence (AI) driven chip design across the full-stack EDA suite to improve efficiency and accelerate the design, verification testing and manufacturing of advanced digital and analog chips.

We provide software and hardware used to validate the electronic systems that incorporate chips and the software that runs on them, including cloud-based digital [added: and analog] design flow to boost chip-design development productivity.

[removed: These] [added: S&A] products and services are part of our Design Automation segment.

We also offer a broad and comprehensive portfolio of semiconductor IP solutions, which are pre-designed circuits that engineers use as components of larger chip designs to reduce [removed: integration] [added: development] risk and speed time to market.

Our high quality, silicon-proven semiconductor IP includes logic libraries, embedded memories, [removed: analog IP,] wired [removed: and wireless] interface IP, [added: memory interface IP,] security IP, [removed: embedded processors] and [removed: subsystems.][added: embedded processors.]

To accelerate IP integration and silicon bring-up, our IP Accelerated initiative provides architecture design expertise, [added: customized IP subsystems,] hardening, and signal and power integrity analysis.

We have [removed: 116] [added: 189] offices worldwide.

The most complex chips today contain more [removed: than a billion transistors.]

Designers have turned to new manufacturing techniques to solve these problems, such as multiple-patterning lithography, FinFET 3D transistors [added: and Gate-All-Around Field-Effect transistor structures, which in turn have introduced new challenges to design and production.]

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The rise of silicon-powered intelligent devices and AI has increased demand for chips and systems with greater functionality and performance, reduced [removed: size,] [added: size] and lower power consumption.

Our Role—As the Silicon to Systems [removed: Design] [added: Engineering] Solutions Partner

Synopsys' silicon to systems [removed: design] [added: engineering] solutions are designed to help our customers—chip and system engineers and software developers—speed up time to market, achieve the highest quality of results, mitigate risk, and maximize profitability.

Chip and systems designers must determine how best to design, locate and connect the building blocks of [removed: chips,] [added: intelligent systems,] and to verify that the resulting design behaves as intended and can be manufactured efficiently and cost-effectively.

Our wide range of products help at different steps in the overall design process, from the design of individual ICs to the design [added: and simulation] of larger systems.

Our [added: EDA] products increase designer productivity and efficiency by automating tasks, keeping track of large amounts of data, adding intelligence to the design process, facilitating reuse of past designs and reducing errors.

Our [added: silicon] IP products offer proven, high-quality pre-configured circuits that are ready to use in a chip design, saving customers time and enabling them to direct resources to features that differentiate their products.

Our Design Automation segment includes the [removed: EDA] [added: EDA, Ansys] and Other revenue groups.

[removed: While many of our solutions have been used in cloud-based environments for years, such as in a customer’s own server and/or cloud environment, in fiscal 2022 we launched a] [added: Our] Synopsys Cloud offering [removed: that] provides customers additional options for accessing our EDA products in their own cloud environments and in the industry’s first EDA Software-as-a-Service solution developed in partnership with Microsoft Azure.

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The platform supports [removed: multiple technology nodes, including] advanced nodes [removed: at 12nm, 10nm, 8/7nm, 6 nm, 5/4nm, 3nm and 2 nm,] with [removed: technology] collaborations on next-generation process technologies.

Key design products are available as part of the Digital Design Family and include Fusion CompilerTM RTL to GDSII design implementation, Design Compiler® NXT logic synthesis, IC CompilerTM II physical design, Synopsys TestMAXTM test and diagnosis, PrimeTime® static timing analysis, [removed: PrimePower] [added: PrimePowerTM] power analysis, PrimeLib library characterization, StarRCTM parasitic extraction, IC ValidatorTM physical verification and 3DIC Compiler, the industry’s [removed: first next-generation chip packaging solution,] [added: only unified exploration-to-signoff platform for multi-die/package co-design and co-optimization,] aimed at enabling customers to [removed: combine or stack] [added: integrate] multiple [removed: dice on] [added: dies in] a single [removed: chip.][added: package.]

[removed: By providing consistent compile, runtime and debug environments across the flow of verification tasks and by enabling seamless transitions across functions, the] platform helps our customers accelerate chip verification, bring up software earlier, and get to market sooner with advanced SoCs.

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We also offer ProteusTM [removed: Mask Synthesis] [added: mask synthesis] tools, CATS® mask data preparation software, Yield Explorer Odyssey, Yield-Manager® yield management solutions and [removed: QuantumATKTM] [added: QuantumATK®] atomic-scale modeling software.

Synopsys.ai offers industry leading AI-driven workflow optimization and data analytics solutions along with [removed: breakthrough] [added: Synopsys.ai Copilot] generative AI [added: assistive and creatives] capabilities, allowing engineers to accelerate and automate chip design and improve efficiency throughout the entire EDA flow.

- Design.da – Design data analytics for actionable insights to unlock untapped power, performance, and area; [added: and]

- Silicon.da – Silicon data analytics for root-cause analysis and part-level traceability of failures to improve key production and silicon operational [removed: metrics; and][added: metrics.]

Our Other product group includes revenue from sales of products to university programs as well as our [removed: optical products,] mechatronic simulation, and the impact of gains and losses from foreign currency hedges.

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

Our Design IP segment includes our Design IP [removed: products,] [added: solutions,] which service companies primarily in the semiconductor and electronics industries.

As [removed: more] functionality [removed: converges into] [added: expands within] a single chip or [removed: even] [added: across] a multi-die [removed: system,] [added: design,] the number of third-party IP [added: design] blocks incorporated into [added: these] designs [removed: is] [added: are] rapidly increasing.

- [removed: High-quality] [added: Pre-verified and silicon-proven IP] solutions for widely used [added: and emerging] interfaces such as UCIe, [added: UALink, HBM, CXL,] USB, PCI Express, [removed: DDR,] [added: DDR/LPDDR,] Ethernet, [added: Ultra Ethernet,] MIPI and HDMI;

- [removed: An industry-leading] [added: Industry-leading] IP [removed: offering] [added: offerings] for the automotive market, optimized for strict functional safety, reliability and cybersecurity standards such as ISO 26262 and ISO 21434; and

Our IP Accelerated initiative augments our established, broad portfolio of silicon-proven Synopsys IP with SoC architecture design support, customized IP subsystems, signal/power integrity analysis and IP hardening to accelerate [removed: the] [added: our customer’s] product development cycle.

[removed: We offer a] [added: This] broad portfolio of IP [removed: that] has been optimized to address specific application requirements for the [removed: mobile,] [added: AI/data center,] automotive, [added: edge AI,] digital home, Internet of things and [removed: AI/data center] [added: mobile] markets, enabling designers to quickly develop SoCs [added: or multi-die designs] in these areas.

A high level of customer [removed: service and] [added: service,] support [added: and training] is critical to the adoption and successful use of our products.

[removed: In our Design Automation and Design IP segments, post-contract] [added: Post-contract] customer support [removed: for our EDA and IP products also] includes access to [removed: the SolvNet® Plus] [added: a customer] portal, where customers can explore our complete design knowledge database, access self-help and receive support.

Updated regularly, [removed: the SolvNet Plus portal includes] [added: these portals include] technical documentation, design tips and answers to user questions.

[removed: We offer] regularly scheduled public and private courses in a variety of locations worldwide, as well as online training (live or on-demand) through our Virtual Classrooms.

Synopsys, Inc. (Synopsys, we, our or us) is the leader in engineering solutions from silicon to systems, enabling customers to rapidly innovate AI-powered products.

We deliver trusted and comprehensive solutions spanning silicon design, silicon intellectual property (IP), simulation and analysis (S&A) as well as design services.

We partner closely with our customers across a wide range of industries to maximize their R&D capability and productivity, powering innovation today that ignites the ingenuity of tomorrow.

Synopsys is also the global leader in engineering S&A software.

Our Ansys® solutions portfolio is widely used by engineers, designers, researchers and students across a broad spectrum of industries and academia, including high-tech, aerospace and defense, automotive, energy, industrial equipment, materials and chemicals, consumer products, healthcare and construction.

These products enable customers to analyze designs on-premises and/or via the cloud, providing a common platform for fast, efficient and cost-conscious product development, from design concept to final-stage testing, validation and deployment.

than a billion transistors.

The design of these chips and systems is extremely complex and demands engineering solutions with a deeper integration of electronics and physics, enhanced by AI.

With ANSYS, Inc, (Ansys) now part of Synopsys, we can maximize the capabilities of product R&D teams broadly enabling them to rapidly innovate AI-powered products.

Our S&A products give engineers the ability to explore and predict how products will work in the real world, helping them speed time-to-market, lower manufacturing costs, improve quality, and decrease risk.

By providing consistent compile, runtime and debug environments across the flow of verification tasks and by enabling seamless transitions across functions, the

- 3DSO.aiTM – AI-driven system analysis solution for 2.5D and 3D multi-die designs that maximizes system performance and quality of results at a rapid pace;

Ansys

Synopsys’ comprehensive suite of Ansys S&A software is used by engineers–across industries–to predict and optimize how products will perform in real-world environments.

The Ansys S&A portfolio spans the entire range of physics, providing access to virtually any field of engineering simulation that a design process requires, including:

- Structures – Our structural analysis product suite offers simulation tools for product design and optimization designed to increase productivity, reduce physical prototyping and help deliver better and more innovative products in less time.

These tools tackle real-world analysis problems by making product development less costly and more reliable.

These solutions include Ansys Mechanical™, Ansys LS-DYNA, Ansys SherlockTM and more.

- Electronics – Our electronics product suite provides electromagnetic field simulation software for designing high-performance electronic and electromechanical products.

The software streamlines the design process and predicts performance of mobile communication and internet-access devices, broadband networking components and systems, ICs and printed circuit boards.

It is also used in low-frequency applications such as electromechanical systems, automotive components, industrial electric motors and power electronics equipment.

These solutions include Ansys High Frequency Structure Simulator (HFSS™), Ansys Maxwell, Ansys Icepak, and more.

- Fluids – Our fluids product suite enables modeling of fluid flow and other related physical phenomena.

The flagship Ansys Fluent computational fluid dynamics (CFD) software package is used for simulating and analyzing the behavior of fluids (liquids and gases) and their interactions with solid structures.

It is commonly employed in various industries to perform simulations that help engineers and researchers gain insights into fluid flow, heat transfer and chemical reactions and related phenomena.

- Optics, Virtual Reality (VR) and Photonics Modeling – Modeling light propagation and its impact is crucial for measuring product performance and human comfort, perception and safety.

Ansys Optics™ software uniquely simulates a system's optical performance, evaluates the final illumination effect, and predicts and validates the impact of lighting and material variations on appearance and perceived quality, all in real conditions.

Our photonic design and simulation tools enable customers to predict light's behavior within complex photonic structures and systems.

The Ansys Lumerical™ product is a complete photonics simulation software solution that enables the design of photonics components, circuits and systems.

Ansys also provides semiconductor products including multiphysics analysis solutions that help customers create reliable and efficient designs with production-proven features including:

- RedHawk-SC™ – power noise and reliability signoff for digital IP and SoCs down to 3nm and built on cloud-native elastic compute infrastructure;

- Totem-SC™ - voltage drop and electromigration multiphysics sign-off solution for transistor-level and mixed-signal designs;

- RedHawk-SC Electrothermal™ – a multiphysics simulation platform that delivers a complete solution for analyzing multi-die chip packages and interconnects for power integrity, layout parasitic extraction, thermal profiling, thermo-mechanical stress, and signal integrity;

- PathFinder-SC™ – identifies and isolates the root causes of design issues that can cause chip failure from charged-device model (CDM), human body model (HBM), or other electrostatic discharge events;

- Exalto® – an extraction software solution that enables IC designers to accurately capture unknown crosstalk among different blocks in the design hierarchy by extracting lumped-element parasitics and generating an accurate model for electrical, magnetic and substrate coupling; and

- VeloceRF™ – an inductive device synthesis and modeling tool that supports advanced nodes as low as 3nm and integrates with leading EDA platforms.

Our Other product group also includes revenue from Synopsys’ Optical Solutions Group through the fourth quarter of fiscal year 2025.

Synopsys' Optical Solutions Group was sold to Keysight Technologies, Inc. in October 2025.

*Design IP Solutions*

We offer

Synopsys, Inc. (Synopsys, we, our or us) delivers trusted and comprehensive silicon to systems design solutions, from electronic design automation (EDA), including system verification and validation solutions, to silicon intellectual property (IP).

We partner closely with semiconductor and systems customers across a wide range of industries to maximize their engineering and research and development capacity.

We are catalyzing the era of pervasive intelligence, powering innovation today that ignites the ingenuity of tomorrow.

and Gate-All-Around Field-Effect transistor structures, which in turn have introduced new challenges to design and production.

The design of these chips and systems is extremely complex and necessitates state-of-the-art solutions.

- Fab.da – Manufacturing data analytics for improved process control, time to market and higher yield.

*Design IP Products*

Revenue attributable to each of our three product groups is shown below as a percentage of our total revenue for those fiscal years.


Aggregate revenue derived from one of our customers and its subsidiaries through multiple agreements accounted for 12.6%, 13.5% and 12.8% of our total revenue in fiscal 2024, 2023 and 2022, respectively.

Risks related to disruptions in our supply chain affecting our business are described in Part I, Item 1A, *Risk Factors* of this Annual Report.

Our competitors include EDA vendors that offer varying ranges of products and services, such as Cadence Design Systems, Inc. and Siemens EDA.

Environmental, Social and Governance Matters

Our Environmental, Social and Governance (ESG) strategy provides a focus and structure for how we manage our own operational impact and help others in our ecosystem to do the same.

This includes open communication, sparking creative ideas, listening, collaborating, working on new challenges, and developing solutions that drive innovation for our customers.

As of our fiscal 2024 year-end, Synopsys had approximately 20,000 employees.

Approximately 20% of these employees are in the United States and 80% are in other locations around the world.

In fiscal 2024, despite hiring new employees, our total employee headcount decreased by approximately 1% due to the divestiture of our Software Integrity business.

Inclusion and Belonging

At Synopsys, we believe that our success depends, in part, on having inclusive teams of extraordinary professionals around the world who are empowered to innovate and create an inclusive culture where all employees feel seen and respected.

Our work creating an inclusive Synopsys spans across every part of the employee experience, even before a new hire arrives.

Because our leaders and managers play a key part in creating this experience, we want them to have the mindset and skills to lead inclusively.

We are committed to upholding this important part of our culture.

Consistent with our pledge of removing barriers to success and ensuring fairness for all, we regularly review and seek to improve talent management processes that impact the employee experience at Synopsys.

These include hiring, compensation, talent development, and promotions.

Creating an inclusive culture requires actively listening to our employees and demonstrating real interest, curiosity, and inclusiveness.

Our Employee Resource Groups (ERG) are an example.

They create space for our employees to brainstorm, share experiences and ideas, and build welcoming communities that positively impact our business, culture, and the world beyond our walls.

In fiscal 2024, two new Employee Resource Groups were created: Caregivers and Parents ERG (CAPE) and the Synopsys Neurodiversity Group (SYNG), bringing our total number of ERGs to seven.

Our practices are intended to deliver fair and equitable compensation for employees based on their contribution and performance.

We benchmark market practices and regularly review our compensation and benefits against the market to help ensure that it is competitive.

We also offer a comprehensive set of benefits for employees and their families focused on physical, mental, and financial health and wellbeing.

Our compensation and benefits programs are tailored to the various geographies in which we operate and, for eligible employees, may include:

- Employee Stock Purchase Plan;

- Cancer-specific prevention, early detection, treatment, and support programs; and

- Parental resources and adoption benefits.

We have a comprehensive employee feedback program, and we use the feedback to gain an understanding of the employee experience and to make improvements in a variety of areas.

These areas include how we interact with customers to how we share best practices, and more.

We also use pulse surveys to create space for important conversations about who we are, where we are going, and how we can connect with each other and our work.

We also believe ongoing performance feedback encourages greater engagement in our business and improved individual performance.

[removed: The] [added: However, the] ultimate outcome of any litigation is often uncertain and unfavorable outcomes could have a negative impact on our results of operations and financial condition.

We are not aware of any [added: other] legal proceedings that would materially impact our business, operating [removed: results] [added: results,] or financial condition.

On October 31, 2025, a shareholder class action complaint was filed in the United States District Court for the Northern District of California captioned *Kim v.

Synopsys, Inc., et al.* (Case No. 25-cv-09410) against us and certain of our officers (the Kim Action).

The complaint brings claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and alleges that certain material misstatements or omissions related to the performance of our Design IP segment were made in violation of federal securities laws.

In addition, on November 25, 2025, a shareholder class action complaint was filed in the United States District Court for the Northern District of California captioned *New England Teamsters Pension Fund v.

Synopsys, Inc., et al*.

(Case No. 25-cv-10201) against us and certain of our directors and officers.

The complaint raises similar allegations to the Kim Action but also brings claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 on behalf of stockholders who received our stock in exchange for their shares of common stock of Ansys, Inc. as part of our acquisition of that company.

The plaintiffs in both actions are seeking unspecified monetary damages and an award of costs and expenses, including reasonable attorneys’ fees and expert fees.

We believe these claims are without merit, and we intend to defend the matters vigorously.

As we are unable to determine at this time whether any loss ultimately will occur or to estimate the range of such loss, no amount of loss has been accrued by us in our financial statements as of and for the fiscal year-ended October 31, 2025

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

For the fiscal year ended October 31, [removed: 2024][added: 2025]

[removed: ][added: ]

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately [removed: $67.5] [added: $59.3] billion.

On December [removed: 16, 2024, 154,578,449] [added: 15, 2025, 191,318,206] shares of Common Stock were outstanding.

Portions of the registrant’s definitive Proxy Statement relating to the registrant’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders, scheduled to be held on April [removed: 10, 2025,] [added: 16, 2026,] are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: TABLE OF CONTENTS]

Fiscal year ended October 31, [removed: 2024][added: 2025]

| Item 1. | | | | | | [removed: [Business](#i97e38a6683d241258c4864f7e9cc9dbd_16)] [added: [Business](#i24bb079af47e4dfa861d8369db1bc02e_16)] | | | | | | [removed: [3](#i97e38a6683d241258c4864f7e9cc9dbd_16)] [added: [3](#i24bb079af47e4dfa861d8369db1bc02e_16)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i97e38a6683d241258c4864f7e9cc9dbd_19)] [added: Factors](#i24bb079af47e4dfa861d8369db1bc02e_19)] | | | | | | [removed: [14](#i97e38a6683d241258c4864f7e9cc9dbd_19)] [added: [15](#i24bb079af47e4dfa861d8369db1bc02e_19)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i97e38a6683d241258c4864f7e9cc9dbd_22)] [added: Comments](#i24bb079af47e4dfa861d8369db1bc02e_22)] | | | | | | [removed: [31](#i97e38a6683d241258c4864f7e9cc9dbd_22)] [added: [29](#i24bb079af47e4dfa861d8369db1bc02e_22)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#i97e38a6683d241258c4864f7e9cc9dbd_25)] [added: [Cybersecurity](#i24bb079af47e4dfa861d8369db1bc02e_25)] | | | | | | [removed: [31](#i97e38a6683d241258c4864f7e9cc9dbd_25)] [added: [29](#i24bb079af47e4dfa861d8369db1bc02e_25)] | | |

| Item 2. | | | | | | [removed: [Properties](#i97e38a6683d241258c4864f7e9cc9dbd_28)] [added: [Properties](#i24bb079af47e4dfa861d8369db1bc02e_28)] | | | | | | [removed: [32](#i97e38a6683d241258c4864f7e9cc9dbd_28)] [added: [30](#i24bb079af47e4dfa861d8369db1bc02e_28)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i97e38a6683d241258c4864f7e9cc9dbd_31)] [added: Proceedings](#i24bb079af47e4dfa861d8369db1bc02e_31)] | | | | | | [removed: [33](#i97e38a6683d241258c4864f7e9cc9dbd_31)] [added: [31](#i24bb079af47e4dfa861d8369db1bc02e_31)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i97e38a6683d241258c4864f7e9cc9dbd_34)] [added: Disclosures](#i24bb079af47e4dfa861d8369db1bc02e_34)] | | | | | | [removed: [33](#i97e38a6683d241258c4864f7e9cc9dbd_34)] [added: [31](#i24bb079af47e4dfa861d8369db1bc02e_34)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i97e38a6683d241258c4864f7e9cc9dbd_40)] [added: Securities](#i24bb079af47e4dfa861d8369db1bc02e_40)] | | | | | | [removed: [34](#i97e38a6683d241258c4864f7e9cc9dbd_40)] [added: [32](#i24bb079af47e4dfa861d8369db1bc02e_40)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#i97e38a6683d241258c4864f7e9cc9dbd_43)] [added: [\[Reserved\]](#i24bb079af47e4dfa861d8369db1bc02e_43)] | | | | | | [removed: [35](#i97e38a6683d241258c4864f7e9cc9dbd_43)] [added: [33](#i24bb079af47e4dfa861d8369db1bc02e_43)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i97e38a6683d241258c4864f7e9cc9dbd_46)] [added: Operations](#i24bb079af47e4dfa861d8369db1bc02e_46)] | | | | | | [removed: [36](#i97e38a6683d241258c4864f7e9cc9dbd_46)] [added: [34](#i24bb079af47e4dfa861d8369db1bc02e_46)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i97e38a6683d241258c4864f7e9cc9dbd_76)] [added: Risk](#i24bb079af47e4dfa861d8369db1bc02e_76)] | | | | | | [removed: [52](#i97e38a6683d241258c4864f7e9cc9dbd_76)] [added: [51](#i24bb079af47e4dfa861d8369db1bc02e_76)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i97e38a6683d241258c4864f7e9cc9dbd_79)] [added: Data](#i24bb079af47e4dfa861d8369db1bc02e_79)] | | | | | | [removed: [54](#i97e38a6683d241258c4864f7e9cc9dbd_79)] [added: [54](#i24bb079af47e4dfa861d8369db1bc02e_79)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i97e38a6683d241258c4864f7e9cc9dbd_163)] [added: Disclosure](#i24bb079af47e4dfa861d8369db1bc02e_172)] | | | | | | [removed: [105](#i97e38a6683d241258c4864f7e9cc9dbd_163)] [added: [111](#i24bb079af47e4dfa861d8369db1bc02e_172)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i97e38a6683d241258c4864f7e9cc9dbd_166)] [added: Procedures](#i24bb079af47e4dfa861d8369db1bc02e_175)] | | | | | | [removed: [105](#i97e38a6683d241258c4864f7e9cc9dbd_166)] [added: [111](#i24bb079af47e4dfa861d8369db1bc02e_175)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i97e38a6683d241258c4864f7e9cc9dbd_169)] [added: Information](#i24bb079af47e4dfa861d8369db1bc02e_178)] | | | | | | [removed: [106](#i97e38a6683d241258c4864f7e9cc9dbd_169)] [added: [111](#i24bb079af47e4dfa861d8369db1bc02e_178)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i97e38a6683d241258c4864f7e9cc9dbd_175)] [added: Inspections](#i24bb079af47e4dfa861d8369db1bc02e_184)] | | | | | | [removed: [106](#i97e38a6683d241258c4864f7e9cc9dbd_175)] [added: [112](#i24bb079af47e4dfa861d8369db1bc02e_184)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i97e38a6683d241258c4864f7e9cc9dbd_181)] [added: Governance](#i24bb079af47e4dfa861d8369db1bc02e_190)] | | | | | | [removed: [107](#i97e38a6683d241258c4864f7e9cc9dbd_181)] [added: [113](#i24bb079af47e4dfa861d8369db1bc02e_190)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i97e38a6683d241258c4864f7e9cc9dbd_184)] [added: Compensation](#i24bb079af47e4dfa861d8369db1bc02e_193)] | | | | | | [removed: [107](#i97e38a6683d241258c4864f7e9cc9dbd_184)] [added: [113](#i24bb079af47e4dfa861d8369db1bc02e_193)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i97e38a6683d241258c4864f7e9cc9dbd_187)] [added: Matters](#i24bb079af47e4dfa861d8369db1bc02e_196)] | | | | | | [removed: [107](#i97e38a6683d241258c4864f7e9cc9dbd_187)] [added: [113](#i24bb079af47e4dfa861d8369db1bc02e_196)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i97e38a6683d241258c4864f7e9cc9dbd_190)] [added: Independence](#i24bb079af47e4dfa861d8369db1bc02e_199)] | | | | | | [removed: [107](#i97e38a6683d241258c4864f7e9cc9dbd_190)] [added: [113](#i24bb079af47e4dfa861d8369db1bc02e_199)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i97e38a6683d241258c4864f7e9cc9dbd_193)] [added: Services](#i24bb079af47e4dfa861d8369db1bc02e_202)] | | | | | | [removed: [107](#i97e38a6683d241258c4864f7e9cc9dbd_193)] [added: [113](#i24bb079af47e4dfa861d8369db1bc02e_202)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i97e38a6683d241258c4864f7e9cc9dbd_199)] [added: Schedules](#i24bb079af47e4dfa861d8369db1bc02e_208)] | | | | | | [removed: [108](#i97e38a6683d241258c4864f7e9cc9dbd_199)] [added: [114](#i24bb079af47e4dfa861d8369db1bc02e_208)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i97e38a6683d241258c4864f7e9cc9dbd_1843)] [added: Summary](#i24bb079af47e4dfa861d8369db1bc02e_211)] | | | | | | [removed: [111](#i97e38a6683d241258c4864f7e9cc9dbd_1843)] [added: [118](#i24bb079af47e4dfa861d8369db1bc02e_211)] | | |

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

- business and market outlook, opportunities, [removed: strategies and] [added: strategies,] technological trends, such as artificial [removed: intelligence;][added: intelligence, and initiatives and opportunities, including among other things, our reallocation of resources in our Design IP segment to higher growth opportunities;]

- [removed: planned acquisitions and their expected impact, including] our [removed: pending] acquisition of ANSYS, Inc. (the Ansys [removed: Merger);][added: Merger), and its expected impact;]

- the [removed: expected] impact of [added: current and future] U.S. and foreign [removed: government] trade [removed: restrictions] [added: regulations, government actions] and regulatory changes, [removed: including] [added: such as] export control restrictions and tariffs, [removed: on our financial results;][added: including the anticipated impact of China export control restrictions;]

- the completion of development of our unfinished products, [removed: or] [added: the] further development or integration of our existing [removed: products;][added: products or the creation of joint solutions, including as a result of the Ansys Merger;]

- the status [added: or expected outcome] of litigation and/or regulatory investigations;

- the impact of tax laws and changes in such laws on our business; [added: and]

- our cash, cash equivalents and cash generated from [removed: operations;] [added: operations] and [added: our future liquidity requirements.]

| [PART I](#i24bb079af47e4dfa861d8369db1bc02e_13) | | | | | | | | | | | | | | |

| [PART II](#i24bb079af47e4dfa861d8369db1bc02e_37) | | | | | | | | | | | | | | |

| [PART III](#i24bb079af47e4dfa861d8369db1bc02e_187) | | | | | | | | | | | | | | |

| [PART IV](#i24bb079af47e4dfa861d8369db1bc02e_205) | | | | | | | | | | | | | | |

| [SIGNATURES](#i24bb079af47e4dfa861d8369db1bc02e_214) | | | | | | | | | | | | [119](#i24bb079af47e4dfa861d8369db1bc02e_214) | | |

- the potential impact of the uncertain macroeconomic and global economic conditions on our financial results;

- planned acquisitions or divestitures, and their expected impact;

Readers are urged to carefully

Fiscal 2023 was a 52-week year ending on October 28, 2023.

| [PART I](#i97e38a6683d241258c4864f7e9cc9dbd_13) | | | | | | | | | | | | | | |

| [PART II](#i97e38a6683d241258c4864f7e9cc9dbd_37) | | | | | | | | | | | | | | |

| [PART III](#i97e38a6683d241258c4864f7e9cc9dbd_178) | | | | | | | | | | | | | | |

| [PART IV](#i97e38a6683d241258c4864f7e9cc9dbd_196) | | | | | | | | | | | | | | |

| [SIGNATURES](#i97e38a6683d241258c4864f7e9cc9dbd_202) | | | | | | | | | | | | [112](#i97e38a6683d241258c4864f7e9cc9dbd_202) | | |

- the potential impact of the uncertain macroeconomic environment on our financial results, including, but not limited to, the effects of sustained global inflationary pressures and interest rates, potential economic slowdowns or recessions, supply chain disruptions and geopolitical pressures;

- our future liquidity requirements.

with the Securities and Exchange Commission (SEC) that attempt to advise interested parties of the risks and factors that may affect our business.

Fiscal 2023 and 2022 were 52-week years and ended on October 28, 2023 and October 29, 2022, respectively.

- Security and privacy reviews designed to identify risks from new features, software, [removed: suppliers] [added: suppliers,] and vendors;

- A variety of privacy, cybersecurity, and incident response trainings and simulations, including [added: mandatory yearly training for all employees, additional training for all Information Technology and Information Security personnel, and] regular controlled penetration testing and cyber incident exercises to test the robustness of our data security protections and incident response readiness;

Synopsys’ cybersecurity [removed: program is designed] [added: policies and procedures are intended] to [removed: leverage] [added: align with] multiple industry-recognized [removed: frameworks] [added: frameworks,] including the National Institute of Standards and Technology Cyber Security Framework (NIST CSF) and the [removed: ISO/IEC] [added: ISO/International Electrotechnical Commission (IEC)] 27001 Information Security Management [removed: Framework, and are assessed regularly by our internal audit department.][added: Framework.]

We track our NIST CSF implementation through [removed: periodic] [added: regular] third-party maturity [removed: assessments that] [added: assessments, which] provide the basis for establishing performance goals for the coming period.

Since 2015, [removed: we have] [added: Synopsys is] not [removed: experienced] [added: aware of] any material [removed: cybersecurity incidents] [added: information security breaches] and [added: has not made any associated penalties/settlements, and] the expenses we have incurred from cybersecurity incidents were immaterial.

[removed: This] includes penalties and settlements, of which there were none.

In our risk factors, we describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, [added: including our business strategy, results of operations or financial condition.]

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

The CGN [removed: Committee of our Board,] [added: Committee,] a majority of whom are individuals with a strong background in cybersecurity and related matters, meets with members of senior management to review our information technology and data security policies and practices, and to assess current and potential threats, cybersecurity incidents and related risks.

In addition, some Synopsys products are ISO27001 and/or SOC2 Type 2 certified.

Our internal audit department regularly assesses our conformity with these frameworks.

We also closely monitor the ever-changing landscape of related laws and regulations and regularly update our policies and processes to promote continued compliance.

This

During the same time period, while some of our suppliers have experienced security breaches, none of these breaches have had a material impact on Synopsys.

including our business strategy, results of operations or financial condition.

We currently lease approximately [removed: 1.1] [added: 1.7] million square feet of space in [removed: 24] [added: 45] offices throughout the United States, of which we sublet 340,000 square feet to third parties.

We currently lease approximately [removed: 3.3] [added: 4] million square feet of space in [removed: 29] [added: 35] countries other than the United States, and own buildings in Wuhan, China and Hsinchu, Taiwan as well as office space in Xiamen, [removed: China] [added: China, Pune, India,] and Yongin-si, South Korea.

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

We own approximately 176,000 square feet across four sites in the United States.

We own a 118,000 square foot building in California, which we lease to a third party.

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

Our common stock trades on the Nasdaq Global Select Market under the symbol “SNPS.” As of December [removed: 16, 2024,] [added: 15, 2025,] we had [removed: 198] [added: 331] stockholders of record.

The graph assumes that $100 was invested in Synopsys common stock on [removed: November 1, 2019] [added: October 30, 2020] (the last trading day before the beginning of our fifth preceding fiscal year) and in each of the indexes on October 31, [removed: 2019] [added: 2020] (the closest month end) and that all dividends were reinvested.

[removed: ][added: ]

| *$100 invested on [removed: November 1, 2019] [added: October 30, 2020] in stock or October 31, [removed: 2019 in] [added: 2020] index, including reinvestment of dividends. [added: Indexes calculated on a month-end basis.] Fiscal year ending [removed: November 2.] [added: October 31.] | | |

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As of October 31, [removed: 2024,] [added: 2025,] $194.3 million remained available for future repurchases under the Program.

However, in connection with the [removed: pending] Ansys Merger, we have suspended the Program until we reduce our expected debt levels.

The table below sets forth information regarding our repurchases of our common stock during the three months ended [removed: November 2, 2024:][added: October 31, 2025:]

| August [removed: 4, 2024] [added: 1, 2025] through [removed: September 7, 2024] [added: August 31, 2025] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 194,276,393 | |

| September [removed: 8, 2024] [added: 1, 2025] through [removed: October 5, 2024] [added: September 30, 2025] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 194,276,393 | |

| October [removed: 6, 2024] [added: 1, 2025] through [removed: November 2, 2024] [added: October 31, 2025] | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 194,276,393 | |

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

We have audited the accompanying consolidated balance sheets of Synopsys, Inc. and subsidiaries (the Company) as of [added: October 31, 2025 and] November 2, [removed: 2024 and October 28, 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the [removed: fiscal] years in the three-year period ended [removed: November 2, 2024,] [added: October 31, 2025,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of [removed: November 2, 2024,] [added: October 31, 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [added: October 31, 2025 and] November 2, [removed: 2024 and October 28, 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the [removed: fiscal] years in the three-year period ended [removed: November 2, 2024,] [added: October 31, 2025,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: November 2, 2024] [added: October 31, 2025] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

[added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,] accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

*Critical Audit [removed: Matter*][added: Matters*]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As discussed in Notes 2 and [removed: 6] [added: 5] to the consolidated financial statements, the Company generates revenue from the sale of products that include software and intellectual property (IP) licenses, hardware products, maintenance and services.

The Company recognized total revenue of [removed: $6,127.4] [added: $7,054.2] million for the fiscal year ended [removed: November 2, 2024,] [added: October 31, 2025,] which included revenue related to software and IP licenses.

We identified the evaluation of the [removed: Company's] [added: Company’s] analysis of terms and conditions in [removed: significant] software and IP license contracts with customers and their effect on revenue recognition as a critical audit matter.

We tested certain [added: significant] software and IP license customer contracts by inspecting the underlying customer agreements and evaluating the [removed: Company's] [added: Company’s] assessment of the contractual terms and conditions in accordance with revenue recognition requirements.

[removed: [Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)][added: Table of Contents]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 3,896,532] [added: 2,888,030] | | | | | $ | [removed: 1,433,966] [added: 3,896,532] | |

| Short-term investments | | | [removed: 153,869] [added: 72,929] | | | | | | [removed: 151,639] [added: 153,869] | | |

| Total cash, cash equivalents and short-term investments | | | [removed: 4,050,401] [added: 2,960,959] | | | | | | [removed: 1,585,605] [added: 4,050,401] | | |

| Accounts receivable, net | | | [removed: 934,470] [added: 1,505,427] | | | | | | [removed: 856,660] [added: 934,470] | | |

| Inventories | | | [removed: 361,849] [added: 365,190] | | | | | | [removed: 325,590] [added: 361,849] | | |

| Prepaid and other current assets | | | [removed: 1,122,946] [added: 1,180,526] | | | | | | [removed: 548,115] [added: 1,122,946] | | |

| Total current assets | | | [removed: 6,469,666] [added: 6,012,102] | | | | | | [removed: 3,430,624] [added: 6,469,666] | | |

| Property and equipment, net | | | [removed: 563,006] [added: 696,693] | | | | | | [removed: 549,837] [added: 563,006] | | |

| Operating lease right-of-use assets, net | | | [removed: 565,917] [added: 702,008] | | | | | | [removed: 559,923] [added: 565,917] | | |

| Goodwill | | | [removed: 3,448,850] [added: 26,899,215] | | | | | | [removed: 3,346,065] [added: 3,448,850] | | |

| Intangible assets, net | | | [removed: 195,164] [added: 12,679,591] | | | | | | [removed: 239,577] [added: 195,164] | | |

| Deferred income taxes | | | [removed: 1,247,258] [added: 112,159] | | | | | | [removed: 853,526] [added: 1,247,258] | | |

| Other long-term assets | | | [removed: 583,700] [added: 1,122,693] | | | | | | [removed: 444,820] [added: 583,700] | | |

| Total assets | | | $ | [removed: 13,073,561] [added: 48,224,461] | | | | | $ | [removed: 10,333,131] [added: 13,073,561] | |

| Accounts payable and accrued liabilities | | | $ | [removed: 1,163,592] [added: 1,326,211] | | | | | $ | [removed: 1,059,914] [added: 1,163,592] | |

| Operating lease liabilities | | | [removed: 94,791] [added: 128,205] | | | | | | [removed: 79,832] [added: 94,791] | | |

| Deferred revenue | | | [removed: 1,391,737] [added: 2,245,961] | | | | | | [removed: 1,559,461] [added: 1,391,737] | | |

| Total current liabilities | | | [removed: 2,650,120] [added: 3,722,494] | | | | | | [removed: 2,985,451] [added: 2,650,120] | | |

| Long-term operating lease liabilities | | | [removed: 574,065] [added: 680,698] | | | | | | [removed: 579,686] [added: 574,065] | | |

| Long-term deferred revenue | | | [removed: 340,831] [added: 382,557] | | | | | | [removed: 150,827] [added: 340,831] | | |

| Long-term debt | | | [removed: 15,601] [added: 13,462,398] | | | | | | [removed: 18,078] [added: 15,601] | | |

| Other long-term liabilities | | | [removed: 469,738] [added: 1,649,299] | | | | | | [removed: 381,531] [added: 469,738] | | |

| Total liabilities | | | [removed: 4,050,355] [added: 19,897,446] | | | | | | [removed: 4,148,830] [added: 4,050,355] | | |

| Redeemable non-controlling interest | | | [removed: 30,000] [added: —] | | | | | | [removed: 31,043] [added: 30,000] | | |

| Common stock, $0.01 par value: 400,000 shares authorized; [removed: 154,112] [added: 185,994] and [removed: 152,053] [added: 154,112] shares outstanding, respectively | | | [removed: 1,541] [added: 1,860] | | | | | | [removed: 1,521] [added: 1,541] | | |

The Company acquired ANSYS, Inc. during fiscal 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2025, total assets and total revenue of ANSYS, Inc. which represented approximately 21% of the Company’s total consolidated assets and 11% of total consolidated revenue included in the consolidated financial statements of the Company as of and for the year ended October 31, 2025.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of ANSYS, Inc.

*Evaluation of the acquisition-date fair value of certain intangible assets acquired in a business combination*

As described in Note 4 to the consolidated financial statements, the Company completed the acquisition of Ansys for aggregate purchase consideration of approximately $34.9 billion on July 17, 2025.

The Company accounted for the acquisition using the acquisition method of accounting that requires allocation of the fair value of the purchase consideration to assets acquired (including identified intangible assets) and liabilities assumed

at their estimated fair value on the acquisition date.

The fair values of certain acquired intangible assets were determined using the relief-from-royalty method and the multi-period excess earnings method.

The Company recorded estimated intangible assets attributable to the transaction of $13.0 billion, which included core/developed technologies, customer relationships, and trademarks and trade names with acquisition-date fair values of $6,500,000 thousand, $5,100,000 thousand, and $950,000 thousand, respectively.

We identified the evaluation of the acquisition-date fair value of the core/developed technologies, customer relationships, and trademarks and trade names intangible assets as a critical audit matter.

Subjective and complex auditor judgment was required to evaluate certain key assumptions used in the measurement of acquisition-date fair values, including the determination of royalty rates, projected revenue and discount rate.

Changes to those key assumptions could have had a significant effect on the determination of the fair value of the intangible assets.

In addition, specialized skills and knowledge were needed to evaluate such assumptions.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition process.

This included controls over the development and selection of the key assumptions used in the valuation of the acquired intangible assets.

We performed sensitivity analyses over the key assumptions to assess the impact of changes in those assumptions on the Company’s determination of the acquisition-date fair values.

We evaluated the reasonableness of projected revenue by comparing the information underlying this assumption to industry benchmarks, recent market data or historical results of the acquired business.

In addition, we involved valuation professionals with specialized skills and knowledge who assisted in:

- evaluating the Company’s royalty rates by comparing such royalty rates to publicly available data for comparable companies

- evaluating the Company’s discount rate by comparing the Company’s inputs to the discount rate to publicly available data for comparable entities and assessing the resulting discount rate.

December 19, 2025

| Short-term debt | | | 22,117 | | | | | | — | | |

| Interest expense | | | (446,729) | | | | | | (36,829) | | | | | | (2,703) | | |

| Other income (expense), net | | | 924,944 | | | | | | 194,976 | | | | | | 34,934 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 1,332,220 | | | | | | | | | | | | | | | | | | 1,332,220 | | | | | | 1,870 | | | | | | 1,334,090 | | |

| Common stock issued upon the acquisition of Ansys | | | 29,955 | | | | | | 300 | | | | | | 17,105,238 | | | | | | | | | | | | | | | | | | | | | | | | 17,105,538 | | | | | | | | | | | | 17,105,538 | | |

| Assumption of equity awards in connection with the acquisition of Ansys | | | | | | | | | | | | | | | 130,963 | | | | | | | | | | | | | | | | | | | | | | | | 130,963 | | | | | | | | | | | | 130,963 | | |

| Stock-based compensation | | | | | | | | | | | | | | | 892,585 | | | | | | | | | | | | | | | | | | | | | | | | 892,585 | | | | | | 709 | | | | | | 893,294 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Adjustments to redeemable non-controlling interest | | | | | | | | | | | | | | | | | | | | | (838) | | | | | | | | | | | | | | | | | | (838) | | | | | | | | | | | | (838) | | |

| Deconsolidation of non-controlling interest upon the sale of subsidiary | | | | | | | | | | | | | | | 5,634 | | | | | | | | | | | | | | | | | | | | | | | | 5,634 | | | | | | (5,670) | | | | | | (36) | | |

| Balance at October 31, 2025 | | | 185,994 | | | | | | $ | 1,860 | | | | | $ | 18,640,947 | | | | | $ | 10,315,487 | | | | | $ | (398,278) | | | | | $ | (232,414) | | | | | $ | 28,327,602 | | | | | $ | (587) | | | | | $ | 28,327,015 | |

| Gain on sale of building | | | (51,385) | | | | | | (1,906) | | | | | | — | | |

| Amortization of debt issuance costs | | | 13,847 | | | | | | — | | | | | | — | | |

| Unrealized loss on settlement of interest rate treasury lock | | | (121,643) | | | | | | — | | | | | | — | | |

| Proceeds from maturities of short-term investments | | | 58,016 | | | | | | 126,703 | | | | | | 127,128 | | |

| Proceeds from sales of short-term investments | | | 157,204 | | | | | | 12,258 | | | | | | 3,307 | | |

| Proceeds from sale of building | | | 74,279 | | | | | | 16,339 | | | | | | — | | |

| Other | | | (365) | | | | | | — | | | | | | — | | |

| Proceeds from debt, net of issuance costs | | | 14,329,340 | | | | | | — | | | | | | — | | |

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

December 18, 2024

| Current assets of discontinued operations | | | — | | | | | | 114,654 | | |

| Long-term assets of discontinued operations | | | — | | | | | | 908,759 | | |

| Current liabilities of discontinued operations | | | — | | | | | | 286,244 | | |

| Long-term liabilities of discontinued operations | | | — | | | | | | 33,257 | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at October 31, 2021 | | | 153,062 | | | | | | $ | 1,531 | | | | | $ | 1,576,363 | | | | | $ | 4,549,713 | | | | | $ | (782,866) | | | | | $ | (49,604) | | | | | $ | 5,295,137 | | | | | $ | 3,806 | | | | | $ | 5,298,943 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 984,594 | | | | | | | | | | | | | | | | | | 984,594 | | | | | | (1,306) | | | | | | 983,288 | | |

| Purchases of treasury stock | | | (3,609) | | | | | | (36) | | | | | | 36 | | | | | | | | | | | | (1,135,000) | | | | | | | | | | | | (1,135,000) | | | | | | | | | | | | (1,135,000) | | |

| Stock-based compensation | | | | | | | | | | | | | | | 456,728 | | | | | | | | | | | | | | | | | | | | | | | | 456,728 | | | | | | 2,301 | | | | | | 459,029 | | |

| Proceeds from maturities and sales of short-term investments | | | 138,961 | | | | | | 130,435 | | | | | | 93,696 | | |

| Purchase of equity forward contract | | | — | | | | | | (45,000) | | | | | | — | | |

Synopsys, Inc. (Synopsys, we, our or us) delivers trusted and comprehensive silicon to systems design solutions, from electronic design automation (EDA), including system verification and validation solutions, to silicon intellectual property (IP).

We partner closely with semiconductor and systems customers across a wide range of industries to maximize their engineering and research and development capacity.

We are catalyzing the era of pervasive intelligence, powering innovation today that ignites the ingenuity of tomorrow.

Fiscal 2023 and 2022 were 52-week years and ended on October 28, 2023 and October 29, 2022, respectively.

On September 30, 2024, we completed the previously announced sale of our Software Integrity business to entities controlled by funds affiliated with the Sponsors (the Software Integrity Divestiture).

We previously determined that the Software Integrity Divestiture met the criteria to be disclosed as discontinued operations in the second quarter of fiscal 2024 as it represented a significant strategic shift that had a major effect on our operations and financial results.

Further, we reclassified the assets and liabilities of the Software Integrity business as assets and liabilities of discontinued operations in the consolidated balance sheets as of October 31, 2023.

The consolidated statements of cash flows are presented on a consolidated basis for both continuing operations and discontinuing operations.

We did not allocate any general corporate overhead to the Software Integrity business.

Unless otherwise noted, reference within these *Notes to Consolidated Financial Statements* relates to continuing

operations.

Our Chief Operating Decision Maker (CODM), our Chief Executive Officer (CEO) reviews disaggregated segment information, assess performance against our key growth strategies and allocates resources.

| 2022 | | | $ | 27,034 | | | | | $ | 11,486 | | | | | $ | 66 | | | | | $ | 38,586 | |

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upon ultimate settlement.

[Table](#i97e38a6683d241258c4864f7e9cc9dbd_7) [of Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

flow analysis, a market approach based on market multiples, or a combination of both.

[Table](#i97e38a6683d241258c4864f7e9cc9dbd_7) [of Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

Determining whether services and products are considered distinct performance obligations that should be accounted for separately versus together requires significant judgment.

We have concluded that (1) our EDA software licenses in TSL contracts are not distinct from our obligation to provide unspecified software updates to the

[Table](#i97e38a6683d241258c4864f7e9cc9dbd_7) [of Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

licensed software throughout the license term, because those promises represent inputs to a single, combined performance obligation, and (2) where unspecified additional software product rights are part of the contract with the customer, such rights are accounted for as part of the single performance obligation that includes the licenses, updates, and technical support, because such rights are provided for the same period of time and have the same time-based pattern of transfer to the customer.

For time-based software agreements, customers are generally invoiced in equal, quarterly amounts, although some customers prefer to be invoiced in single or annual amounts.

We record an unbilled receivable when revenue is recognized and we have an unconditional right to invoice and receive payment.

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Any future impact from the adoption of this ASU will depend on the facts and circumstances of future transactions.

(a)*Evaluation of Disclosure Controls and Procedures.* As of [removed: November 2, 2024,] [added: October 31, 2025,] Synopsys carried out an evaluation under the supervision and with the participation of Synopsys’ management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Synopsys’ disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Our Chief Executive Officer and Chief Financial Officer have concluded that, as of [removed: November 2, 2024,] [added: October 31, 2025,] Synopsys’ disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports Synopsys files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required, and that such information is accumulated and communicated to Synopsys’ management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding its required disclosure.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of [removed: November 2, 2024.][added: October 31, 2025.]

Our management has concluded that, as of [removed: November 2, 2024,] [added: October 31, 2025,] our internal control over financial reporting was effective based on these criteria.

(c)*Changes in Internal Control Over Financial Reporting.* There were no changes in Synopsys’ internal control over financial reporting during the fiscal quarter ended [removed: November 2, 2024] [added: October 31, 2025] that have materially affected, or are reasonably likely to materially affect, Synopsys’ internal control over financial reporting.

We acquired Ansys during fiscal 2025 and have excluded Ansys from our assessment of the effectiveness of our internal control over financial reporting as of October 31, 2025.

Total assets and total revenues of Ansys represent approximately 21% and 11% of each of our total consolidated assets and of total consolidated revenue as of and for the year ended October 31, 2025.

We are currently in the process of integrating the Ansys operations, control processes and information systems into our systems and control environment.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal controls over financial reporting during this integration.

| Sassine Ghazi | | | Adoption | | | [removed: 9/30/2024] [added: 9/19/2025] | | | Rule 10b5-1 Trading Arrangement | | | Up to [removed: 34,098] [added: 43,811] shares to be sold | | | [removed: 12/12/2025] [added: 10/30/2026] | | |

| [removed: Rick Mahoney] [added: Janet Lee] | | | Adoption | | | [removed: 9/13/2024] [added: 10/01/2025] | | | Rule 10b5-1 Trading Arrangement | | | [removed: (3)] [added: Up to 1,000 shares to be sold] | | | [removed: 1/16/2026] [added: 7/31/2026] | | |

| *General Counsel and Corporate Secretary* | | | | | | | | | | | | | | | | | |

| Aart de Geus | | | Adoption | | | 10/14/2025 | | | Rule 10b5-1 Trading Arrangement | | | Up to 74,641 shares to be sold | | | 10/15/2026 | | |

| *Executive Chair* | | | | | | | | | | | | | | | | | |

| *Chief Revenue Officer* | | | | | | | | | | | | | | | | | |

(3)The aggregate number of common stock to be sold pursuant to Mr. Mahoney's Rule 10b5-1 Trading Arrangement includes:

a.30,222 shares of common stock held by Mr. Mahoney;

b.All of net after-tax shares of common stock received upon the payout of 7,344 performance-based restricted stock units (PRSUs), which were earned on December 12, 2023, and thereafter subject to only time-based vesting; and

c.All of net after-tax shares of common stock received upon the payout of 6,348 PRSUs, which were granted in fiscal 2023.

The number of shares that will be earned will depend on our performance.

See the Compensation Discussion and Analysis in our most recent proxy statement, which was filed on February 16, 2024 for more information (the Proxy Statement).

In addition, the actual number of shares that will be released to Mr. Mahoney in connection with the 2023 Annual PRSUs (as defined in the proxy statement) and sold under the Rule 10b5-1 Trading Arrangement will be net of the number of shares withheld to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable.

The information required by this Item relating to our directors and nominees is included under the heading “Proposal 1 — Election of Directors,” in our definitive Proxy Statement to be filed within 120 days after [removed: November 2, 2024] [added: October 31, 2025] for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders (our Proxy Statement) and is incorporated herein by reference.

The information required by this Item relating to our insider trading policies and procedures is included under the

heading “Proposal 3 — Advisory Vote to Approve Executive Compensation — Insider Trading Policy,” in our Proxy

Statement and is incorporated herein by reference.

| [Report of Independent Registered Public Accounting [removed: Firm](#i97e38a6683d241258c4864f7e9cc9dbd_82)] [added: Firm](#i24bb079af47e4dfa861d8369db1bc02e_82)] (KPMG LLP, Santa Clara, CA, PCAOB ID: 185) | | | [removed: [54](#i97e38a6683d241258c4864f7e9cc9dbd_82)] [added: [54](#i24bb079af47e4dfa861d8369db1bc02e_82)] | | |

| [Consolidated Balance [removed: Sheets](#i97e38a6683d241258c4864f7e9cc9dbd_88)] [added: Sheets](#i24bb079af47e4dfa861d8369db1bc02e_88)] | | | [removed: [56](#i97e38a6683d241258c4864f7e9cc9dbd_88)] [added: [57](#i24bb079af47e4dfa861d8369db1bc02e_88)] | | |

| [Consolidated Statements of [removed: Income](#i97e38a6683d241258c4864f7e9cc9dbd_91)] [added: Income](#i24bb079af47e4dfa861d8369db1bc02e_91)] | | | [removed: [57](#i97e38a6683d241258c4864f7e9cc9dbd_91)] [added: [58](#i24bb079af47e4dfa861d8369db1bc02e_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i97e38a6683d241258c4864f7e9cc9dbd_94)] [added: Income](#i24bb079af47e4dfa861d8369db1bc02e_94)] | | | [removed: [58](#i97e38a6683d241258c4864f7e9cc9dbd_94)] [added: [60](#i24bb079af47e4dfa861d8369db1bc02e_94)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i97e38a6683d241258c4864f7e9cc9dbd_97)] [added: Equity](#i24bb079af47e4dfa861d8369db1bc02e_97)] | | | [removed: [59](#i97e38a6683d241258c4864f7e9cc9dbd_97)] [added: [61](#i24bb079af47e4dfa861d8369db1bc02e_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i97e38a6683d241258c4864f7e9cc9dbd_100)] [added: Flows](#i24bb079af47e4dfa861d8369db1bc02e_100)] | | | [removed: [60](#i97e38a6683d241258c4864f7e9cc9dbd_100)] [added: [62](#i24bb079af47e4dfa861d8369db1bc02e_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i97e38a6683d241258c4864f7e9cc9dbd_103)] [added: Statements](#i24bb079af47e4dfa861d8369db1bc02e_103)] | | | [removed: [62](#i97e38a6683d241258c4864f7e9cc9dbd_103)] [added: [64](#i24bb079af47e4dfa861d8369db1bc02e_103)] | | |

| 3.1 | | | [removed: [Amended and Restated] [added: [Restated] Certificate of Incorporation](https://www.sec.gov/Archives/edgar/data/883241/000116606303000018/fifth_exh.htm) | | | | | | 10-Q | | | | | | 000-19807 | | | | | | 3.1 | | | | | | 9/15/2003 | | | | | | | | |

| 4.1 | | | [Description of [removed: Synopsys' Capital Stock](https://www.sec.gov/Archives/edgar/data/883241/000088324120000015/a103120exhibit42.htm)] [added: Synopsys'](https://www.sec.gov/Archives/edgar/data/883241/000088324120000015/a103120exhibit42.htm) [Securities](https://www.sec.gov/Archives/edgar/data/883241/000088324120000015/a103120exhibit42.htm) [Pursuant to Section 12 of the Securitie](https://www.sec.gov/Archives/edgar/data/883241/000088324120000015/a103120exhibit42.htm)[s E](https://www.sec.gov/Archives/edgar/data/883241/000088324120000015/a103120exhibit42.htm)[xchange Act of 1934](https://www.sec.gov/Archives/edgar/data/883241/000088324120000015/a103120exhibit42.htm)] | | | | | | 10-K | | | | | | 000-19807 | | | | | | 4.2 | | | | | | 12/15/2020 | | | | | | | | |

| 10.3* | | | [2006 Employee Equity Incentive Plan, as amended](https://www.sec.gov/Archives/edgar/data/0000883241/000119312524094764/d824566dex101.htm) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 10.1 | | | | | | [removed: 4/12/2024] [added: 4/11/2025] | | | | | | | | |

| 10.6* | | | [Employee Stock Purchase Plan, as [removed: amended](https://www.sec.gov/Archives/edgar/data/883241/000119312522106865/d337612dex106.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/0000883241/000119312525079138/d836619dex102.htm)] | | | | | | 8-K | | | | | | 000-19807 | | | | | | [removed: 10.6] [added: 10.2] | | | | | | [removed: 4/15/2022] [added: 4/11/2025] | | | | | | | | |

| 10.18* | | | [removed: [Executive Chairperson Agreement,] [added: [E](https://www.sec.gov/Archives/edgar/data/883241/000119312523301233/d550426dex102.htm)[xecutive Chair](https://www.sec.gov/Archives/edgar/data/883241/000119312523301233/d550426dex102.htm)[person Agreement](https://www.sec.gov/Archives/edgar/data/883241/000119312523301233/d550426dex102.htm)[,] dated December [removed: 20, 2023 between] [added: 20](https://www.sec.gov/Archives/edgar/data/883241/000119312523301233/d550426dex102.htm)[, 2023](https://www.sec.gov/Archives/edgar/data/883241/000119312523301233/d550426dex102.htm) [between] Synopsys, [removed: Inc. and Dr.] [added: Inc](https://www.sec.gov/Archives/edgar/data/883241/000119312523301233/d550426dex102.htm)[. and](https://www.sec.gov/Archives/edgar/data/883241/000119312523301233/d550426dex102.htm) [Dr.] Aart J. de Geus](https://www.sec.gov/Archives/edgar/data/883241/000119312523301233/d550426dex102.htm) | | | | | | 8-K/A | | | | | | 000-19807 | | | | | | 10.2 | | | | | | 12/21/2023 | | | | | | | | |

| 19.1 | | | [removed: [I](https://www.sec.gov/Archives/edgar/data/883241/000088324124000024/a103124ex191insidertrading.htm)[nsi](https://www.sec.gov/Archives/edgar/data/883241/000088324124000024/a103124ex191insidertrading.htm)[der](https://www.sec.gov/Archives/edgar/data/883241/000088324124000024/a103124ex191insidertrading.htm) [Trading Policy](https://www.sec.gov/Archives/edgar/data/883241/000088324124000024/a103124ex191insidertrading.htm)] [added: [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/883241/000088324125000028/a103125ex191insidertrading.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 21.1 | | | [Subsidiaries of Synopsys, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/883241/000088324124000024/a103124exhibit211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/883241/000088324125000028/a103125exhibit211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | [Consent of KPMG LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/883241/000088324124000024/a103124exhibit231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/883241/000088324125000028/a103125exhibit231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/883241/000088324124000024/a103124exhibit311.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/883241/000088324125000028/a103125exhibit311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/883241/000088324124000024/a103124exhibit312.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/883241/000088324125000028/a103125exhibit312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1+ | | | [Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States [removed: Code](https://www.sec.gov/Archives/edgar/data/883241/000088324124000024/a103124exhibit321.htm)] [added: Code](https://www.sec.gov/Archives/edgar/data/883241/000088324125000028/a103125exhibit321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 101 | | | The following financial statements from the Company’s Annual Report on Form 10-K for the year ended [removed: November 2, 2024,] [added: October 31, 2025,] formatted in Inline XBRL: (i) Consolidated Balance Sheets as of [added: October 31, 2025 and] November 2, [removed: 2024 and October 28, 2023,] [added: 2024,] (ii) Consolidated Statements of Income for the Years Ended [added: October 31, 2025,] November 2, [removed: 2024,] [added: 2024 and] October 28, 2023 [removed: and October 29, 2022] (iii) Consolidated Statements of Comprehensive Income for the Years Ended [added: October 31, 2025,] November 2, [removed: 2024,] [added: 2024 and] October 28, 2023, [removed: and October 29, 2022] (iv) Consolidated Statements of Stockholders' Equity for the Years Ended [added: October 31, 2025,] November 2, [removed: 2024, October 28, 2023] [added: 2024] and October [removed: 29, 2022,] [added: 28, 2023,] (v) Consolidated Statements of Cash Flows for the Years Ended [added: October 31, 2025,] November 2, [removed: 2024,] [added: 2024 and] October 28, [removed: 2023] [added: 2023,] and [removed: October 29, 2022] (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2.2 | | | [Amendment to Agreement and Plan of Merger, dated as of July 15, 2025, by and among Synopsys, Inc., ANSYS, Inc. and ALTA Acquisition Corp.](https://www.sec.gov/Archives/edgar/data/0000883241/000114036125026139/ef20051970_ex1-1.htm) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 1.1 | | | | | | 7/17/2025 | | | | | | | | |

| 4.2 | | | [Indenture, dated as of March 17, 2025, between Synopsys and U.S. Bank Trust Company, National Association, as trustee](https://www.sec.gov/Archives/edgar/data/0000883241/000114036125009060/ny20044174x9_ex4-1.htm) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 4.1 | | | | | | 3/17/2025 | | | | | | | | |

| 4.3 | | | [First Supplemental Indenture, dated as of March 17, 2025, between the Synopsys and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/0000883241/000114036125009060/ny20044174x9_ex4-2.htm) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 4.2 | | | | | | 3/17/2025 | | | | | | | | |

| 4.4 | | | [Form of 4.550% senior notes due 2027 (included in Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/0000883241/000114036125009060/ny20044174x9_ex4-2.htm#ExhibitA) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 4.3 | | | | | | 3/17/2025 | | | | | | | | |

| 4.5 | | | [Form of 4.650% senior notes due 2028 (included in Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/0000883241/000114036125009060/ny20044174x9_ex4-2.htm#ExhibitB) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 4.4 | | | | | | 3/17/2025 | | | | | | | | |

| 4.6 | | | [Form of 4.850% senior notes due 2030 (included in Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/0000883241/000114036125009060/ny20044174x9_ex4-2.htm#ExhibitC) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 4.5 | | | | | | 3/17/2025 | | | | | | | | |

| 4.7 | | | [Form of 5.000% senior notes due 2032 (included in Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/0000883241/000114036125009060/ny20044174x9_ex4-2.htm#ExhibitD) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 4.6 | | | | | | 3/17/2025 | | | | | | | | |

| 4.8 | | | [Form of 5.150% senior notes due 2035 (included in Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/0000883241/000114036125009060/ny20044174x9_ex4-2.htm#ExhibitE) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 4.7 | | | | | | 3/17/2025 | | | | | | | | |

| 4.9 | | | [Form of 5.700% senior notes due 2055 (included in Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/0000883241/000114036125009060/ny20044174x9_ex4-2.htm#ExhibitF) | | | | | | 8-K | | | | | | 000-19807 | | | | | | 4.8 | | | | | | 3/17/2025 | | | | | | | | |

| 10.19* | | | [Separation Agreement and General Release, dated July 17, 2025, between Synopsys, Inc. and Ajei Gopal](https://www.sec.gov/Archives/edgar/data/0000883241/000088324125000024/exhibit101-synopsysxajeigo.htm) | | | | | | 10-Q | | | | | | 000-19807 | | | | | | 10.1 | | | | | | 9/9/2025 | | | | | | | | |

| 10.20* | | | [Transition Letter, dated July 17, 2025, between Synopsys, Inc. and John F. Runkel, Jr.](https://www.sec.gov/Archives/edgar/data/0000883241/000088324125000024/exhibit102-synopsysxrickru.htm) | | | | | | 10-Q | | | | | | 000-19807 | | | | | | 10.2 | | | | | | 9/9/2025 | | | | | | | | |

| Date: December [removed: 18, 2024] [added: 19, 2025] | | | | | | By: | | | | | | /s/ SHELAGH GLASER | | |

| /S/ SASSINE GHAZI | | | | | | President, Chief Executive Officer (Principal Executive Officer) and Director | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| /S/ SHELAGH GLASER | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| /S/ SUDHINDRA KANKANWADI | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| /S/ AART J. DE GEUS | | | | | | Executive Chair of the Board of Directors | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| /S/ LUIS BORGEN | | | | | | Director | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| /S/ JANICE D. CHAFFIN | | | | | | Director | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| /S/ BRUCE R. CHIZEN | | | | | | Director | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| /S/ MERCEDES JOHNSON | | | | | | Director | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| /S/ ROBERT [added: G.] PAINTER | | | | | | Director | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| Robert [added: G.] Painter | | | | | | | | | | | | | | |

| /s/ JEANNINE [added: P.] SARGENT | | | | | | Director | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| Jeannine [added: P.] Sargent | | | | | | | | | | | | | | |

| /S/ JOHN G. SCHWARZ | | | | | | Director | | | | | | December [removed: 18, 2024] [added: 19, 2025] | | |

| /S/ AJEI GOPAL | | | | | | Director | | | | | | December 19, 2025 | | |

| Ajei Gopal | | | | | | | | | | | | | | |

| /S/ RAVI VIJAYARAGHAVAN | | | | | | Director | | | | | | December 19, 2025 | | |

| Ravi Vijayaraghavan | | | | | | | | | | | | | | |

| /S/ MARC CASPER | | | | | | Director | | | | | | December 18, 2024 | | |

| Marc Casper | | | | | | | | | | | | | | |

| /S/ ROY VALLEE | | | | | | Director | | | | | | December 18, 2024 | | |

| Roy Vallee | | | | | | | | | | | | | | |