SYNOPSYS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Synopsys, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

LETTER TO OUR STOCKHOLDERS

Dear Synopsys Stockholder,

Synopsys delivered another outstanding year in fiscal 2023 despite global macroeconomic uncertainty. We have a resilient business model, and our customers continue to rely on Synopsys’ design solutions as they prioritize investments in the silicon and systems that position them for future success. We are aligning our portfolio investment with our core EDA and IP businesses, which hold the greatest return potential to accelerate our Silicon to Systems strategy and growth. We are confident in our business heading into fiscal 2024 based on our technology leadership, strong customer momentum and the resiliency of our time-based business model.Business & Financial ResultsWe delivered a record year in fiscal 2023 including:•Record revenue of $5.8 billion, up approximately 15% year-over-year;•Improved GAAP operating margin to 21.7% and non-GAAP operating margin to 35.1%;•Approximately 26% GAAP and non-GAAP earnings per share growth;•Approximately $1.7 billion of operating cash flow; •Returned approximately $1.2 billion to stockholders through stock repurchases; and•Expanded our backlog to $8.6 billion.Product Innovation Core to our business success are the many high impact innovations across our portfolio that we've introduced over the past several years. The drumbeat of customer adoption and proliferation of these solutions continues, bolstered by important new products and partnerships introduced in fiscal 2023, including:•Pioneering AI-driven chip design with the launch of Synopsys.ai™, the industry's first full-stack EDA suite delivering production-proven, AI-driven optimization, data analytics, and generative AI capabilities to chipmakers across all stages of IC chip development;•Delivering the industry’s broadest, most comprehensive IP portfolio on advanced process nodes across the world’s leading foundries, including a wide range of high-performance, automotive-grade IP in 5nm; and•Advancing the development and adoption of multi-die systems with comprehensive and silicon-proven EDA & IP solutions for fast, heterogeneous integration.

Our Technology

We focus ourtechnology aroundthree essential pillars.Silicon Design &VerificationBuild high-performance,low power silicon chips, fasterSilicon IPIntegrate morecapabilities on SoCs(System on Chip),fasterSoftware Security & QualityBuild more secure, higher quality software, faster

Our differentiated portfolio, ranging from the critical base of silicon design and verification all the way up to the system design, are key engineering catalysts of the ‘Era of Pervasive Intelligence,’ where AI and smart technologies are omnipresent and interconnected. To capitalize on this era, the technology industry is innovating with new paradigms in silicon-to-systems design. As the company at the heart of silicon and systems, we believe Synopsys is uniquely positioned to address the challenges technology R&D teams face when building highly complex systems, whether an advanced AI processor, a cutting-edge datacenter or a software-defined vehicle.

Corporate Governance

At Synopsys, we aspire and are committed to constantly learn and evolve towards being a great and enduring company. A critical foundation is having both an outstanding executive management team and a strong Board of Directors to enable the success of our customers and further the long-term interests of our stockholders. To that end, we effected several important leadership transitions to our executive management team. For example, following a systematic, multi-year succession planning process, Sassine Ghazi succeeded Dr. Aart de Geus as Chief Executive Officer of Synopsys while continuing in his role as President. In addition, Aart transitioned to the role of Executive Chair of our Board. We also enhanced our Board with the addition of two new directors, and we believe we have an outstanding Board with directors that stand out through their combination of strengths, skills, knowledge, experience and diversity.

Letter to Our Stockholders

2

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder,

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Synopsys, Inc. (Synopsys), a Delaware corporation, which will be held virtually via live webcast on April 10, 2024, at 8:00 a.m. Pacific Time (the Annual Meeting). You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/SNPS2024.

We are holding the meeting for the following purposes, which are more fully described in the attached Proxy Statement.

VOTING ITEMS

We will also consider any other business that properly comes before the Annual Meeting or any adjournment or postponement thereof. As of the close of business on February 12, 2024, we are not aware of any other matters to be submitted for consideration at the Annual Meeting.

All of our stockholders of record at the close of business on February 12, 2024 are entitled to attend and vote at the Annual Meeting. A list of registered stockholders entitled to vote at the meeting will be available for ten days until the end of the day before the meeting. If you want to inspect this list, email our Investor Relations department at synopsys-ir@synopsys.com.

Whether or not you plan to attend the Annual Meeting, we urge you to cast your vote in advance of the Annual Meeting via one of the methods described below and in the attached Proxy Statement. The Proxy Statement contains important information for you to consider when deciding how to vote on the above items. You do not need to attend the Annual Meeting in order to vote. For most items being put to a vote, if you do not provide voting instructions in person (virtually), via the Internet, by telephone, or by returning the proxy card or voting instruction card, your shares will not be voted. Please vote as promptly as possible. Every stockholder vote is important. Please see the section titled “About the Annual Meeting” beginning on page 104 for answers to common questions about the Annual Meeting, voting, attendance, submitting a proposal for next year’s annual meeting of stockholders, and other procedures.

Sincerely yours,

John F. Runkel, Jr.

General Counsel and Corporate Secretary

Sunnyvale, California

February 16, 2024

HOW TO VOTE

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting to Be Held on April 10, 2024

The Proxy Statement and our Annual Report on Form 10-K for the year ended October 28, 2023 will be available to stockholders athttp://www.proxyvote.comon or

about February 16, 2024.

TABLE OF CONTENTS

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