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

"As the engineering solutions leader - from silicon to systems - Synopsys is uniquely positioned to deliver unprecedented value to our customers across industries."

Our Technology

We focus our technology around three essential pillars.

Silicon Design & VerificationBuild high-performance, complex chips and silicon-powered systems faster

Simulation & AnalysisMultiphysics S&A predicts and optimizes how products will perform in real-world environments

Silicon IPHigh-quality, silicon-proven IP reduces integration risk and speeds time-to market

Dear Synopsys Stockholder,

Fiscal 2025 was a year that redefined Synopsys and our role in product engineering. The completion of the acquisition of simulation and analysis leader Ansys in July 2025 transformed Synopsys overnight from the leader in EDA to the leader in engineering solutions - from silicon to systems.

The combination of these two pioneering organizations comes at a pivotal time for the market. Artificial intelligence will revolutionize every industry -- demanding more compute performance while compounding engineering complexity. Building complex, AI-powered systems with the right performance, scale, and efficiency requires new tools with multi-domain integration and new workflows to enable tight software and hardware co-design. Engineering needs to be re-engineered.

The addition of Ansys also broadens Synopsys' reach across industries, as we deepen our presence beyond semiconductors into other verticals including automotive, aerospace, robotics, industrial and healthcare.

Financial Results

Our fiscal 2025 financial results included:

•Record revenue of $7.054 billion, up approximately 15% year-over-year;

•GAAP operating margin of 13.0% and non-GAAP operating margin of 37.3%;

•Approximately $1.52 billion of operating cash flow;

•Free cash flow of approximately $1.35 billion; and

•Backlog of $11.4 billion.

Please see our Fiscal 2025 Performance Overview on page 53 and Appendix B for more information on these results and how they are calculated.

Product Innovation

While we felt the impact of export restrictions and execution challenges related to the evolving IP landscape in our business, we believe our long-term strategy is sound and is already producing results for Synopsys, our customers and our stockholders. In 2025, we:

•Partnered with the world's leading foundries to usher in the angstrom era of semiconductor manufacturing;

•Expanded our leading hardware-assisted verification portfolio to advance the pace and impact of next-generation AI chip design;

•Demonstrated the value of our GenAI capabilities to accelerate design workflows from days to hours, and hours to minutes, while introducing the foundation for the next frontier in AI - AgentEngineer™ technology for chip design; and

•Integrated NVIDIA Omniverse technology into simulation and analysis products to accelerate physical AI development and create enhanced digital twins.

Letter to Our Stockholders

We will further our technology leadership in early 2026 with our expected delivery of the first set of integrated capabilities that fuse multiphysics from Ansys across Synopsys' full EDA stack, including multi-die advanced packaging. This first-of-its-kind offering will help companies rethink how they design and develop their products.

Synopsys is continuing its ongoing transformation to better serve you. With a proven strategy and strong track record of success, we are moving forward with a focus on technology leadership, operational excellence and financial discipline.

In Closing

It's exciting to note that 2026 also marks a truly special moment for Synopsys - our 40th anniversary! This is not just a milestone, it's a celebration of four decades of innovation, bold vision, and relentless pursuit of excellence. With Ansys now part of our family, a solid business strategy, and the support of our entire community, including you, we’re not just redefining Synopsys – we’re transforming the very way products are imagined and built.

As the engineering solutions leader – from silicon to systems – Synopsys is uniquely positioned to deliver unprecedented value to our customers across industries. The best is yet to come, and together, we are poised to shape what’s next.

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder,

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Synopsys, Inc. (Synopsys), a Delaware corporation, which will be held virtually via live webcast on April 16, 2026, 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 visiting www.virtualshareholdermeeting.com/SNPS2026.

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 17, 2026, 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 17, 2026 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 103 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,

Janet Lee

General Counsel and Corporate Secretary

Sunnyvale, California

February 19, 2026

HOW TO VOTE

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting to Be Held on April 16, 2026

The Proxy Statement and our Annual Report on Form 10-K for the year ended October 31, 2025 will be available to stockholders athttp://www.proxyvote.comon or about February 19, 2026.

TABLE OF CONTENTS

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