SYNOPSYS INC
For the period ended Oct 31, 2025. Filed Dec 22, 2025.
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FY2025 · Filed Dec 22, 2025
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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 Sheets | 57 |
| Consolidated Statements of Income | 58 |
| Consolidated Statements of Comprehensive Income | 60 |
| Consolidated Statements of Stockholders’ Equity | 61 |
| Consolidated Statements of Cash Flows | 62 |
| Notes to Consolidated Financial Statements | 64 |
(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 Number · Exhibit Description · Incorporated By Reference · Filed or Furnished Herewith | |||||
|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | |||||
| 2.1 | Agreement and Plan of Merger, dated as of January 15, 2024, by and among Synopsys, Inc., ANSYS, Inc. and ALTA Acquisition Corp. | 8-K | 000-19807 | 2.1 | 1/16/2024 |
| 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. | 8-K | 000-19807 | 1.1 | 7/17/2025 |
| 3.1 | Restated Certificate of Incorporation | 10-Q | 000-19807 | 3.1 | 9/15/2003 |
| 3.2 | Amended and Restated Bylaws | 8-K | 000-19807 | 3.1 | 3/25/2024 |
| 4.1 | Description of Synopsys' Securities Pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 000-19807 | 4.2 | 12/15/2020 |
| 4.2 | Indenture, dated as of March 17, 2025, between Synopsys and U.S. Bank Trust Company, National Association, as trustee | 8-K | 000-19807 | 4.1 | 3/17/2025 |
| Exhibit Number · Exhibit Description · Incorporated By Reference · Filed or Furnished Herewith | |||||
|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | |||||
| 4.3 | First Supplemental Indenture, dated as of March 17, 2025, between the Synopsys and U.S. Bank Trust Company, National Association, as trustee. | 8-K | 000-19807 | 4.2 | 3/17/2025 |
| 4.4 | Form of 4.550% senior notes due 2027 (included in Exhibit 4.3) | 8-K | 000-19807 | 4.3 | 3/17/2025 |
| 4.5 | Form of 4.650% senior notes due 2028 (included in Exhibit 4.3) | 8-K | 000-19807 | 4.4 | 3/17/2025 |
| 4.6 | Form of 4.850% senior notes due 2030 (included in Exhibit 4.3) | 8-K | 000-19807 | 4.5 | 3/17/2025 |
| 4.7 | Form of 5.000% senior notes due 2032 (included in Exhibit 4.3) | 8-K | 000-19807 | 4.6 | 3/17/2025 |
| 4.8 | Form of 5.150% senior notes due 2035 (included in Exhibit 4.3) | 8-K | 000-19807 | 4.7 | 3/17/2025 |
| 4.9 | Form of 5.700% senior notes due 2055 (included in Exhibit 4.3) | 8-K | 000-19807 | 4.8 | 3/17/2025 |
| 10.1 | Sixth 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-K | 000-19807 | 2.1 | 2/14/2024 |
| 10.2 | Term 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-K | 000-19807 | 2.2 | 2/14/2024 |
| 10.3* | 2006 Employee Equity Incentive Plan, as amended | 8-K | 000-19807 | 10.1 | 4/11/2025 |
| 10.4* | Form of Restricted Stock Unit Grant Notice and Award Agreement under 2006 Employee Equity Incentive Plan | 8-K | 000-19807 | 10.3 | 4/14/2023 |
| 10.5* | Form of Stock Option Grant Notice and Award Agreement under 2006 Employee Equity Incentive Plan | 8-K | 000-19807 | 10.4 | 4/14/2023 |
| Exhibit Number · Exhibit Description · Incorporated By Reference · Filed or Furnished Herewith | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | ||||||
| 10.6* | Employee Stock Purchase Plan, as amended | 8-K | 000-19807 | 10.2 | 4/11/2025 | |
| 10.7* | 2017 Non-Employee Directors Equity Incentive Plan | 8-K | 000-19807 | 10.8 | 4/10/2017 | |
| 10.8* | Form of Restricted Stock Grant Notice and Award Agreement under 2017 Non-Employee Directors Equity Incentive Plan | 10-K | 000-19807 | 10.9 | 12/14/2017 | |
| 10.9* | Form of Stock Options Grant Notice and Option Agreement under 2017 Non-Employee Directors Equity Incentive Plan | 10-K | 000-19807 | 10.10 | 12/14/2017 | |
| 10.10* | Synopsys Amended and Restated Deferred Compensation Plan II | 10-Q | 000-19807 | 10.23 | 3/9/2009 | |
| 10.11 | Form of Indemnification Agreement for directors and executive officers | 8-K | 000-19807 | 99.2 | 7/14/2011 | |
| 10.12* | Director’s and Officer’s Insurance and Company Reimbursement Policy | S-1 | 33-45138 | 10.2 | 2/24/1992(effective date) | |
| 10.13* | Executive Incentive Plan, as amended | 10-Q | 000-19807 | 10.1 | 2/17/2023 | |
| 10.14* | Amended and Restated Executive Change of Control Severance Benefit Plan | 8-K | 000-19807 | 10.19 | 12/21/2016 | |
| 10.15* | Executive Severance Benefit and Transition Plan | 8-K | 000-19807 | 10.1 | 2/9/2021 | |
| 10.16* | Offer Letter, dated November 23, 2022, by and between Synopsys, Inc. and Shelagh Glaser | 8-K | 000-19807 | 10.1 | 11/29/2022 | |
| 10.17* | Employment Agreement, dated December 20, 2023 between Synopsys, Inc. and Mr. Sassine Ghazi | 8-K/A | 000-19807 | 10.1 | 12/21/2023 | |
| 10.18* | Executive Chairperson Agreement, dated December 20, 2023 between Synopsys, Inc. and Dr. Aart J. de Geus | 8-K/A | 000-19807 | 10.2 | 12/21/2023 | |
| 10.19* | Separation Agreement and General Release, dated July 17, 2025, between Synopsys, Inc. and Ajei Gopal | 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. | 10-Q | 000-19807 | 10.2 | 9/9/2025 | |
| 19.1 | Insider Trading Policy | X | ||||
| 21.1 | Subsidiaries of Synopsys, Inc. | X | ||||
| Exhibit Number · Exhibit Description · Incorporated By Reference · Filed or Furnished Herewith | ||||||
|---|---|---|---|---|---|---|
| Form · File No. · Exhibit · Filing Date | ||||||
| 23.1 · Consent of KPMG LLP, Independent Registered Public Accounting Firm · X | ||||||
| 31.1 · Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act · X | ||||||
| 31.2 · Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act · 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 Code · X | ||||||
| 97.1 | Executive Officer Compensation Recovery Policy | 10-K | 000-19807 | 97.1 | 12/12/2023 | |
| 101 | The 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 tags | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||
- Indicates a management contract, compensatory plan or arrangement.
- 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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