SYNOPSYS INC

This summary highlights certain information in the Proxy Statement, but it does not contain all of the information that you should consider before voting. Please review the entire Proxy Statement and Annual Report on Form 10-K for the year ended October 31, 2025 filed with the Securities and Exchange Commission (the SEC) on December 22, 2025 (2025 Annual Report on Form 10-K) carefully. References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “Synopsys” refer to Synopsys, Inc. The items to be voted on at the Annual Meeting along with the recommendations of our Board of Directors (the Board or Board of Directors) are listed below.

A Note about Our Fiscal Year

Prior to fiscal 2025, our fiscal year ended on the Saturday closest to October 31. Fiscal 2024 and 2023 ended on November 2, 2024 and October 28, 2023, respectively. We have changed our fiscal year end to October 31 beginning with fiscal 2025.

Proxy Statement Summary

Our Board currently consists of twelve directors. We do not have a classified or staggered board of directors. Each of our directors stands for election on an annual basis and serves for a one-year term and until their successors are elected and qualified or until their earlier death, resignation or removal. Of the twelve directors whose terms expire in 2026, ten are standing for re-election. The table below describes the ten director nominees, including the Lead Independent Director and the Board's committee composition as of the conclusion of the Annual Meeting.

Director Nominees

(1)Represents committee members upon the conclusion of the Annual Meeting, assuming all director nominees are elected.

6

Proxy Statement Summary

Purpose

The primary goal of the amendment of our Equity Incentive Plan is to allow our non-employee directors to participate in the Equity Incentive Plan, which eliminates the need for Synopsys' separate 2017 Non-Employee Directors Equity Incentive Plan. This change will reduce the administrative burden of maintaining two separate equity plans and is in line with current market practice, which is to have one equity plan under which a company can grant awards to both employees and non-employee directors. We are not asking our stockholders to approve an increase to the number of shares of common stock available for issuance under the Equity Incentive Plan.

Important Features of the Equity Incentive Plan

Our Equity Incentive Plan includes provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices, including:•Stockholder approval required for additional shares.•No discounted stock options or stock appreciation rights.•Repricing and cash-out of underwater options not allowed.•No liberal share recycling.•Seven-year maximum term for equity awards.•Full-value awards deplete share reserve at a higher multiple.•Limitations on dividends and dividend equivalents.•No liberal corporate transaction provisions.•Limitation on non-employee director compensation.•No automatic grants to employees.•No tax gross-up provisions.

Proxy Statement Summary

Compensation Governance and Our Compensation Philosophy

We have designed our executive compensation program to attract, motivate and retain a team of highly qualified executives who will drive our success. To motivate and reward our named executive officers (NEOs) for work that improves our long-term business performance and increases stockholder value, we have set out the following objectives:

8

Proxy Statement Summary

Fiscal 2025 NEO Compensation Details

Our three core elements of NEO direct compensation are base salary, an annual cash incentive opportunity and annual equity awards. The graphic below reflects the approximate general distribution of these three core elements of NEO target total direct compensation awarded during fiscal 2025 as determined by our Compensation and Organizational Development Committee (the Compensation Committee).

Our Compensation Practices

Proxy Statement Summary

Fees and Services of Independent Registered Public Accounting Firm

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of our annual financial statements and fees billed for all other services rendered by KPMG LLP during the following fiscal years.

(1)Audit fees consist of fees for the audit of Synopsys’ consolidated financial statements in our 2025 Annual Report on Form 10-K, review of Synopsys’ interim condensed consolidated financial statements in each of our Quarterly Reports on Form 10-Q and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements.

(2)Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of Synopsys’ consolidated financial statements and not reported under “Audit Fees.” This category includes fees related to the performance of attestation services not required by statute or regulations.

(3)Tax fees consist of fees for professional services for tax compliance, tax advice and tax planning. This category includes fees primarily related to assistance with international tax compliance services pertaining to certain foreign subsidiaries.

(4)All other fees consist of permitted services other than audit or tax services, and include fees related to a subscription to KPMG LLP’s research tools and other general advisory services.

We received a stockholder proposal that asks our Board to take the steps necessary to permit stockholders to act by written consent. For the reasons set forth following the proponent’s proposal, our Board opposes adoption of the proposal and recommends that you vote AGAINST the proposal.

10