SYNOPSYS INC
For the period ended Jan 31, 2026. Filed Feb 25, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2026 · Filed Feb 25, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
|---|
(a) Unregistered Sales of Equity Securities
On January 23, 2026, we issued 1,468 shares of our common stock as consideration for earnout amounts payable to certain sellers in a prior acquisition by Ansys of all the outstanding shares of the acquired company. The offer, sale and issuance of these securities were not registered and were made in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder.
(c) Stock Repurchases
The table below sets forth information regarding our repurchases of our common stock during the three months ended January 31, 2026:
| Period | Total numberof sharespurchased | Averageprice paidper share | Totalnumber ofsharespurchasedas part ofpubliclyannouncedprograms | Maximum approximate dollarvalue of sharesthat may yet bepurchasedunder theprograms(1) |
|---|---|---|---|---|
| November 1, 2025 through November 30, 2025 | — | $— | — | $194,276,393 |
| December 1, 2025 through December 31, 2025 | — | $— | — | $194,276,393 |
| January 1, 2026 through January 31, 2026 | — | $— | — | $194,276,393 |
| Total | — | $— | — | $194,276,393 |
(1) In fiscal 2022, our Board of Directors approved a stock repurchase program (the Program) with authorization to purchaseup to$1.5 billion of our common stock. As of January 31, 2026, $194.3 million remained available for future repurchases under the Program. In February 2026, the Board approved a replenishment of the Program with authorization to purchase up to $2.0 billion.
See Note 13. Stock Repurchase Programof the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for more information on the Program.
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