SYNOPSYS INC
For the period ended Jul 31, 2026. Filed Aug 26, 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.
Jul 31, 2026 · Filed Aug 26, 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 |
|---|
(c) Stock Repurchases
In March 2026, we entered into an accelerated stock repurchase agreement (the March 2026 ASR) to repurchase anaggregate of $250.0 million of our common stock. Pursuant to the March 2026 ASR, we made a prepayment of $250.0 million to receive initial deliveries of shares valued at $212.5 million. The remaining balance of $37.5 millionwas settled on June 1, 2026, resulting in the delivery of an additional 51,437 shares. We repurchased approximately 564.7 thousand shares under the March 2026 ASR, at an average purchase price of $442.69 per share.
The table below sets forth information regarding our repurchases of our common stock during the three months ended July 31, 2026:
| Period | Total numberof sharespurchased(1) | Averageprice paidper share(1) | Totalnumber ofsharespurchasedas part ofpubliclyannouncedprograms(1) | Maximum approximate dollarvalue of sharesthat may yet bepurchasedunder theprograms(2) |
|---|---|---|---|---|
| May 1, 2026 through May 31, 2026 | — | $— | — | $1,700,000,097 |
| June 1, 2026 through June 30, 2026 | 51,437 | $729.05 | 51,437 | $1,700,000,097 |
| July 1, 2026 through July 31, 2026 | — | $— | — | $1,700,000,097 |
| Total | 51,437 | $729.05 | 51,437 | $1,700,000,097 |
(1)Amounts are calculated based on the settlement date.
(2) In fiscal 2022, the Board approved and publicly announced a stock repurchase program (the Program) with authorization to purchaseup to$1.5 billion of our common stock. In February 2026, the Board approved a replenishment of the Program with authorization to purchase up to $2.0 billion of our common stock. As of July 31, 2026, $1.7 billion remained available for future repurchases under the Program.
See Note 14. Stock Repurchase Programof the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for more information on the Program.
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