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Item 15. Exhibits and Financial Statement Schedules

20K characters. Original on sec.gov ·

Item 15. Exhibits and Financial Statement Schedules

(a)The following documents are filed as part of this Form 10-K:

(1)Financial Statements

The following documents are included as Part II, Item 8 of this Form 10-K:

Page
Report of Independent Registered Public Accounting Firm (KPMG LLP, Santa Clara, CA, PCAOB ID: 185)54
Consolidated Balance Sheets57
Consolidated Statements of Income58
Consolidated Statements of Comprehensive Income60
Consolidated Statements of Stockholders’ Equity61
Consolidated Statements of Cash Flows62
Notes to Consolidated Financial Statements64

(2)Financial Statement Schedules

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.

(3)Exhibits

See Item 15(b) below.

(b)Exhibits

EXHIBIT INDEX

Exhibit NumberExhibit DescriptionIncorporated By ReferenceFiled or Furnished Herewith
FormFile No.ExhibitFiling Date
2.1Agreement and Plan of Merger, dated as of January 15, 2024, by and among Synopsys, Inc., ANSYS, Inc. and ALTA Acquisition Corp.8-K000-198072.11/16/2024
2.2Amendment to Agreement and Plan of Merger, dated as of July 15, 2025, by and among Synopsys, Inc., ANSYS, Inc. and ALTA Acquisition Corp.8-K000-198071.17/17/2025
3.1Restated Certificate of Incorporation10-Q000-198073.19/15/2003
3.2Amended and Restated Bylaws8-K000-198073.13/25/2024
4.1Description of Synopsys' Securities Pursuant to Section 12 of the Securities Exchange Act of 193410-K000-198074.212/15/2020
4.2Indenture, dated as of March 17, 2025, between Synopsys and U.S. Bank Trust Company, National Association, as trustee8-K000-198074.13/17/2025

Table of Contents

Exhibit NumberExhibit DescriptionIncorporated By ReferenceFiled or Furnished Herewith
FormFile No.ExhibitFiling Date
4.3First Supplemental Indenture, dated as of March 17, 2025, between the Synopsys and U.S. Bank Trust Company, National Association, as trustee.8-K000-198074.23/17/2025
4.4Form of 4.550% senior notes due 2027 (included in Exhibit 4.3)8-K000-198074.33/17/2025
4.5Form of 4.650% senior notes due 2028 (included in Exhibit 4.3)8-K000-198074.43/17/2025
4.6Form of 4.850% senior notes due 2030 (included in Exhibit 4.3)8-K000-198074.53/17/2025
4.7Form of 5.000% senior notes due 2032 (included in Exhibit 4.3)8-K000-198074.63/17/2025
4.8Form of 5.150% senior notes due 2035 (included in Exhibit 4.3)8-K000-198074.73/17/2025
4.9Form of 5.700% senior notes due 2055 (included in Exhibit 4.3)8-K000-198074.83/17/2025
10.1Sixth Amendment Agreement, dated February 13, 2024, by and among Synopsys, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.8-K000-198072.12/14/2024
10.2Term Loan Facility Credit Agreement, dated February 13, 2024, by and among Synopsys, as borrower, the lenders party thereto, HSBC Securities (USA) Inc., and Bank of America, N.A., as co-syndication agents, Mizuho Bank, LTD., The Bank of Nova Scotia, TD Bank, N.A., Truist Bank, and Wells Fargo Bank, National Association, as co-documentation agents, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders.8-K000-198072.22/14/2024
10.3*2006 Employee Equity Incentive Plan, as amended8-K000-1980710.14/11/2025
10.4*Form of Restricted Stock Unit Grant Notice and Award Agreement under 2006 Employee Equity Incentive Plan8-K000-1980710.34/14/2023
10.5*Form of Stock Option Grant Notice and Award Agreement under 2006 Employee Equity Incentive Plan8-K000-1980710.44/14/2023

Table of Contents

Exhibit NumberExhibit DescriptionIncorporated By ReferenceFiled or Furnished Herewith
FormFile No.ExhibitFiling Date
10.6*Employee Stock Purchase Plan, as amended8-K000-1980710.24/11/2025
10.7*2017 Non-Employee Directors Equity Incentive Plan8-K000-1980710.84/10/2017
10.8*Form of Restricted Stock Grant Notice and Award Agreement under 2017 Non-Employee Directors Equity Incentive Plan10-K000-1980710.912/14/2017
10.9*Form of Stock Options Grant Notice and Option Agreement under 2017 Non-Employee Directors Equity Incentive Plan10-K000-1980710.1012/14/2017
10.10*Synopsys Amended and Restated Deferred Compensation Plan II10-Q000-1980710.233/9/2009
10.11Form of Indemnification Agreement for directors and executive officers8-K000-1980799.27/14/2011
10.12*Director’s and Officer’s Insurance and Company Reimbursement PolicyS-133-4513810.22/24/1992 (effective date)
10.13*Executive Incentive Plan, as amended10-Q000-1980710.12/17/2023
10.14*Amended and Restated Executive Change of Control Severance Benefit Plan8-K000-1980710.1912/21/2016
10.15*Executive Severance Benefit and Transition Plan8-K000-1980710.12/9/2021
10.16*Offer Letter, dated November 23, 2022, by and between Synopsys, Inc. and Shelagh Glaser8-K000-1980710.111/29/2022
10.17*Employment Agreement, dated December 20, 2023 between Synopsys, Inc. and Mr. Sassine Ghazi8-K/A000-1980710.112/21/2023
10.18*Executive Chairperson Agreement, dated December 20, 2023 between Synopsys, Inc. and Dr. Aart J. de Geus8-K/A000-1980710.212/21/2023
10.19*Separation Agreement and General Release, dated July 17, 2025, between Synopsys, Inc. and Ajei Gopal10-Q000-1980710.19/9/2025
10.20*Transition Letter, dated July 17, 2025, between Synopsys, Inc. and John F. Runkel, Jr.10-Q000-1980710.29/9/2025
19.1Insider Trading PolicyX
21.1Subsidiaries of Synopsys, Inc.X

Table of Contents

Exhibit NumberExhibit DescriptionIncorporated By ReferenceFiled or Furnished Herewith
FormFile No.ExhibitFiling Date
23.1Consent of KPMG LLP, Independent Registered Public Accounting FirmX
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange ActX
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange ActX
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 CodeX
97.1Executive Officer Compensation Recovery Policy10-K000-1980797.112/12/2023
101The following financial statements from the Company’s Annual Report on Form 10-K for the year ended October 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of October 31, 2025 and November 2, 2024, (ii) Consolidated Statements of Income for the Years Ended October 31, 2025, November 2, 2024 and October 28, 2023 (iii) Consolidated Statements of Comprehensive Income for the Years Ended October 31, 2025, November 2, 2024 and October 28, 2023, (iv) Consolidated Statements of Stockholders' Equity for the Years Ended October 31, 2025, November 2, 2024 and October 28, 2023, (v) Consolidated Statements of Cash Flows for the Years Ended October 31, 2025, November 2, 2024 and October 28, 2023, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tagsX
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  • Indicates a management contract, compensatory plan or arrangement.

Table of Contents

+ This exhibit is furnished with this Annual Report on Form 10-K and is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of Synopsys, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

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