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,Fiscal 2024 was a transformational year for Synopsys and the industries we serve. Our customers continue to rely on Synopsys’ design solutions as they prioritize mission-critical investments in the silicon and systems that position them for future growth and to capitalize on AI in this era of pervasive intelligence. In 2024, we doubled down on our silicon to systems strategy with the planned acquisition of Ansys, a leader in simulation and analysis. The future of technology R&D demands system design solutions with a deeper integration of electronics and physics, enhanced by AI. By joining forces with Ansys, we are poised to deliver exactly that. We believe this acquisition will expand our total addressable market and, most importantly, provide customers with a comprehensive, powerful and system-focused approach to innovation. Business & Financial ResultsWe delivered a record year in fiscal 2024, including:•Record revenue of $6.1 billion, up approximately 15% year-over-year;•GAAP operating margin of 22.1% and non-GAAP operating margin of 38.5%;•Approximately 17% GAAP and 25% non-GAAP earnings per share growth;•Approximately $1.4 billion of operating cash flow; •Free cash flow of approximately $1.3 billion; and•Backlog of $8.1 billion.Our fiscal 2025 priorities include sustainable growth, as we work to deliver on our financial performance targets and, following regulatory approval and transaction close, realize synergies and opportunity expansion with the integration of Ansys. Please see our Fiscal 2024 Performance Overview on page 57 for more information on these results and how they are calculated.Product Innovation In fiscal 2024, we maintained our relentless focus on innovation and technology leadership, which led to mission-critical silicon to systems design solutions for our customers, including:•We led the industry to establish AI as a core capability of modern chip design. We are helping customers achieve the next-level of engineering productivity across the full EDA stack with the expansion of our Synopsys.ai suite to include AI-driven optimization, our data analytics suite with Synopsys.ai Copilot, and the addition of breakthrough GenAI capabilities;

Our Technology

We focus ourtechnology aroundthree essential pillars.Silicon Design &VerificationBuild high-performance,low power silicon chips, fasterSilicon IPIntegrate more capabilities on SoCs (System on Chip),fasterSystems Verification & ValidationAccelerate the development and verification of complex electronic systems

•We played a foundational role in advancing 2.5D and 3D multi-die design and manufacturing, partnering with ecosystem leaders to improve predictability and yield for silicon designs;•We unveiled our strategy to enable multi-fidelity, multi-domain and multi-level electronics digital twin where hardware and software of complete electronic systems can be designed, validated and optimized virtually; and•We launched multiple industry-first silicon IP solutions for advanced standards like PCIe 7.0, 1.6T Ethernet and 40G UCIe. These solutions address the increased computing capacity, efficiency and security demands of the world’s highest performance, AI-powered workloads.The world will continue to become more intelligent, connected and complex. The products we use every day are increasingly software-defined, AI-powered and highly interconnected systems. Taming the growing complexity in product design requires a re-engineering of engineering. At Synopsys, we strive to be a trusted and strategic partner to our customers, delivering silicon to systems design solutions that help them realize their ambitions.Corporate GovernanceIn fiscal 2024, following a systematic, multi-year succession planning process, Sassine Ghazi succeeded Dr. Aart de Geus as Chief Executive Officer of Synopsys and joined our Board, while continuing in his role as President. In addition, Aart transitioned to the role of Executive Chair of our Board. We believe we have an outstanding Board with directors that stand out through their combination of strengths, skills, knowledge, experience and diverse backgrounds. Our executive management team, our Board and our more than 20,000 bright and passionate employees advance our ambitions every day and allow Synopsys to enable the success of our customers and further the long-term interests of our stockholders.

Letter to Our Stockholders

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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder,

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Synopsys, Inc. (Synopsys), a Delaware corporation, which will be held virtually via live webcast on April 10, 2025, at 8:00 a.m. Pacific Time (the Annual Meeting) and provides substantially the same rights as an in-person 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/SNPS2025.

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 10, 2025, 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 10, 2025 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 108 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 14, 2025

HOW TO VOTE

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting to Be Held on April 10, 2025

The Proxy Statement and our Annual Report on Form 10-K for the year ended November 2, 2024 will be available to stockholders at

http://www.proxyvote.comon or about February 14, 2025.

TABLE OF CONTENTS

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