DEF 14A of Synopsys Inc, Feb 19, 2026

DEF 14A of Synopsys Inc

Filed Feb 19, 2026 · FY20250000883241-26-000007

Open on EDGAR

  1. TABLE OF CONTENTS

    | Pay Versus Performance Disclosure | 91 | | Equity Compensation Plan Information | 95 | | Audit Matters | 96 | | PROPOSAL 4 — Ratification of Selection of Independent Registered Public Accounting Firm | 96 | | Fees and Services of Independent Registered Public Accounting Firm | 96 | | Audit Committee Pre-Approval Policies and Procedures | 97 | | Audit Committee Report | 97 | | Stockholder Proposal | 99 | | PROPOSAL 5 — Stockholder Right to Act by Written Consent | 99 | | Security Ownership of Certain Beneficial Owners and Management | 101 | | Additional Information | 103 | | About the Annual Meeting | 103 | | Stockholder Information | 107 | | Forward-Looking Statements | 108 | | Information Referenced in this Proxy Statement | 108 | | Other Matters | 108 | | Appendices | 109 | | Appendix A | 109 | | Appendix B | 125 |

  2. Our Director Nominees

    Our Director Nominees Information regarding our nominees, including information they have furnished as to their principal occupations, certain other directorships they hold, or have held, their ages as of February 17, 2026 (the Record Date), and our Lead Independent Director and committee composition as of the conclusion of the Annual Meeting, assuming all director nominees are elected, is set forth below. The section titled “Director Nominations” on page 20 of this Proxy Statement provides additional information on the director nomination process. The nominee descriptions below contain information about the experience, qualifications and skills that led the Governance Committee to determine that these nominees should serve as our directors. Other than Mr. Ghazi and Dr. de Geus, all nominees are independent as determined by the Board under our Corporate Governance Guidelines, applicable federal securities law and the listing standards of the Nasdaq Global Market (the Nasdaq Listing Standards). There are no family relationships among any of the director nominees, directors and/or any of Synopsys’ executive officers. In addition, no nominee has an arrangement or understanding with another person under which he or she was or is to be selected as a director or nominee.

  3. Our Director Nominees

    | Dr. Aart J. de Geus | Executive Chair of the Board of Directors | | | DIRECTOR SINCE: 1986 Age: 71 | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Applied Materials, Inc. | | Dr. Aart de Geus co-founded Synopsys in 1986 and led the company for more than 35 years, serving as CEO from 1994 to 2024. Widely regarded as a pioneer in electronic design automation (EDA), Dr. de Geus brings deep knowledge of the Company’s technology, business and culture, as well as the semiconductor industry more broadly. Under his leadership, Synopsys drove the creation and commercialization of logic synthesis, which transformed CAD (computer-aided design) into EDA and automated decades of scaling in digital complexity, generally referred to as "Moore’s Law." Building on the technical and economic success of synthesis, Dr. de Geus expanded Synopsys’ product portfolio and growing global market position through sustained R&D investment and ~120 acquisitions. His vision, strategic leadership, and long-standing customer and industry relationships established Synopsys as the leader in EDA and a cornerstone ecosystem company used prolifically on advanced digital chips globally. Beyond his executive leadership, Dr. de Geus is recognized as a catalytic industry voice known for articulating the evolution of technology and the future of semiconductor design. Dr. de Geus also established the Synopsys Foundation in 1999, which advances initiatives such as project-based science and math education in Silicon Valley, and he is a proactive voice for corporate engagement in the community. Career Highlights •Synopsys ◦Founding President of Optimal Solutions, Inc. (1986), renamed to Synopsys (1987) ◦CEO / Co-CEO (1994-2024) ◦Various roles, including President, COO and SVP of Engineering and Marketing (1986-1994) •General Electric ◦Various roles, culminating in Manager of the Advanced Computer-Aided Engineering Group (1982-1986) Board Experience •Applied Materials (since 2007) Industry Leadership and Recognition •2024 Semiconductor Industry Association (SIA) Robert N. Noyce Award •2009 Global Semiconductor Association (GSA) Morris Exemplary Leadership Award •2008 Electronic System Design Automation (ESDA) Phil Kaufman Award •2007 Silicon Valley Leadership Group (SVLG) “Spirit of the Valley” Lifetime Achievement Award •2007 IEEE Robert Noyce Medal | |

  4. Our Director Nominees

    | 2026 Proxy Statement | 13 |

  5. Our Director Nominees

    | John G. Schwarz | Independent | Lead Independent Director | | | DIRECTOR SINCE: 2007 Age: 75 SYNOPSYS BOARD COMMITTEES: Compensation Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Teradata Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Avast PLC | | Mr. Schwarz has deep expertise in the software sector as former CEO of Business Objects, an enterprise software company, specializing in business intelligence, where he doubled the company’s size and profitability through seven strategic acquisitions and led its transformational merger with SAP, successfully overseeing the integration and global expansion of SAP’s business intelligence business. Moreover, Mr. Schwarz offers extensive board and cybersecurity experience, having served as a director of Teradata Corporation since 2010 and as a director of Avast PLC from 2011 to 2022, including as Chairman, where he guided Avast PLC’s $8.6 billion sale to NortonLifeLock (now Gen Digital). In addition, Mr. Schwarz provides insight into intelligence technologies as the Chairman of Visier, a human resources analytics company, where he previously served as CEO and advanced the company’s artificial intelligence applications while scaling its global operations. Career Highlights •Visier Inc. ◦Co-Founder & Chairman (since 2010) ◦CEO (2010-2020) •SAP ◦Division CEO (Business Objects) (2008-2010) •Business Objects ◦CEO (2005-2008) •Symantec Corporation (now Gen Digital Inc.) ◦President and COO (2001-2005) •Reciprocal Inc. ◦President and CEO (2000-2001) •IBM Corporation ◦25 years in various roles, culminating with General Manager, Industry Solutions Board Experience •Teradata Corporation (since 2010) •Avast PLC (2011-2022) •SuccessFactors (2010-2011) •Verity (2003-2005) | |

  6. Our Director Nominees

    | 14 | |

  7. Our Director Nominees

    | Sassine Ghazi | President and Chief Executive Officer | | | DIRECTOR SINCE: 2023 Age: 55 | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •None | | Mr. Ghazi brings multiple decades of chip design, applications engineering, sales, product management and development experience to Synopsys. He has been instrumental to the strategic innovation and transformative growth of Synopsys since joining the Company in 1998 as an applications engineer, advancing through a series of leadership roles before his appointment as CEO in 2024 and as President in 2021. Prior to becoming CEO, he served as COO beginning in 2020, leading all business units, sales and customer success, strategic alliances, marketing and communications at Synopsys. Mr. Ghazi has also led the Company’s EDA Design business unit, overseeing all digital and custom products that make up Synopsys’ largest business. In that role, he spearheaded the launch of several groundbreaking solutions. Prior to Synopsys, Mr. Ghazi was a design engineer at Intel, where he started his nearly 30-year long career in the industry. Career Highlights •Synopsys ◦President (since 2021) and CEO (since 2024) ◦COO (2020-2024) ◦GM EDA business unit (2016-2020) ◦Various roles in applications engineering and sales (1998-2016) •Intel ◦Design Engineer (1996-1998) | |

  8. Our Director Nominees

    | 2026 Proxy Statement | 15 |

  9. Our Director Nominees

    | Janice D. Chaffin | Independent | | | DIRECTOR SINCE: 2014 Age: 71 SYNOPSYS BOARD COMMITTEES: Compensation Committee Governance Committee (Chair) | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •PTC Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Informatica Corporation | | Ms. Chaffin is a technology executive with more than 30 years of experience leading and transforming global, large-scale software and hardware businesses. As Group President of the Consumer Business of Symantec (now Gen Digital), a global cybersecurity leader, Ms. Chaffin oversaw the ~$2 billion Norton security brand, driving multiple years of consecutive revenue growth and maintaining market leadership while transforming the business from retail to online e-commerce and expanding product offerings. Prior to leading the Norton business, Ms. Chaffin helped build a global organization that addressed both enterprise and consumer markets as the first Chief Marketing Officer of Symantec. Prior to Symantec, she held executive roles at Hewlett-Packard Company, a multinational information technology company, including as a member of the executive team that founded and scaled the Unix server business to over $5 billion. Ms. Chaffin has directly participated in both large and small acquisitions and integrations, including HP/Compaq and Symantec/Veritas. She also has substantial experience as a public company director, having served on the board of PTC since 2013 (and Chair since 2024), as well as tenures at Informatica, International Game Technology and Electronics for Imaging. Career Highlights •Symantec (now Gen Digital) ◦Group President, Consumer Business Unit (2007-2013) ◦EVP and Chief Marketing Officer (2006-2007) ◦SVP and Chief Marketing Officer (2003-2006) •Hewlett-Packard Company ◦Various management and marketing leadership positions, including General Manager of the Unix server business (1981-2003) Board Experience •PTC (since 2013) •Informatica (2019-2025) •Electronics for Imaging (2018-2019) •International Game Technology (2010-2015) | |

  10. Our Director Nominees

    | 16 | |

  11. Our Director Nominees

    | Bruce R. Chizen | Independent | | | DIRECTOR SINCE: 2001 Age: 70 SYNOPSYS BOARD COMMITTEES: Compensation Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •ChargePoint Holdings, Inc. •Oracle Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Informatica Corporation | | Mr. Chizen is a seasoned technology executive with over a decade of leadership in the software industry and deep expertise in managing global organizations. As CEO of Adobe, he transformed the company into a multi-billion-dollar leader in digital design and publishing software, driving growth, innovation and large-scale organizational expansion. Mr. Chizen also offers valuable investor perspective and strategic insight from his role as Senior Adviser and Permira Growth Opportunities Partner at Permira Advisers, a global investment firm, where he has partnered with management teams to scale technology businesses and enhance long-term value creation. He also served as a Venture Partner with Voyager Capital, a venture capital firm. He has an extensive record of public company board service and integration experience, having served on the boards of ChargePoint Holdings, Oracle (where he oversaw its ~$28 billion acquisition of Cerner), Informatica and Adobe. Career Highlights •Permira Advisers ◦Senior Adviser (since 2008) and PGO Partner (since 2018) •Voyager Capital ◦Venture Partner (2009-2023) •Adobe ◦Strategic Adviser (2007-2008) ◦CEO (2000-2007) ◦President (2000-2005) ◦Various positions of increasing responsibility (1994-2000) Board Experience •ChargePoint Holdings (since 2014) •Oracle (since 2008) •Informatica (2015-2025) •Adobe (2000-2008) | |

  12. Our Director Nominees

    | 2026 Proxy Statement | 17 |

  13. Our Director Nominees

    | Mercedes Johnson | Independent | | | DIRECTOR SINCE: 2017 Age: 71 SYNOPSYS BOARD COMMITTEES: Audit Committee (Chair) | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Analog Devices, Inc. •Teradyne, Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Maxim Integrated Products, Inc. •Millicom International Cellular S.A. | | Ms. Johnson brings 20+ years of senior financial leadership and public company governance experience in the technology sector. Through her tenures as CFO of Avago Technologies (now Broadcom), a leading analog semiconductor company, SVP, Finance and CFO of Lam Research, a leading global supplier of wafer fabrication equipment and services, and interim CFO of Intersil, a semiconductor company known for high-performance analog and power management, she directed global finance functions, bringing discipline and oversight to complex, technology-driven businesses with international scale. Ms. Johnson also offers deep expertise in semiconductors and information technology, developed through her leadership positions at Avago Technologies, Lam Research and Applied Materials. She has a track record of public company board service, including Analog Devices, Teradyne, Juniper Networks, Maxim Integrated Products (where she oversaw Maxim’s ~$21 billion sale to Analog Devices and subsequent integration), Micron Technology, Millicom International Cellular, Intersil and Storage Technology. Career Highlights •Intersil ◦Interim CFO (2013) •Avago Technologies (now Broadcom) ◦SVP and CFO (2005-2008) •Lam Research ◦SVP, Finance (2004-2005) ◦CFO (1997-2004) Board Experience •Analog Devices (since 2021) •Teradyne (since 2014) •Millicom International Cellular (2019-2023) •Maxim Integrated Products (2019-2021) •Juniper Networks (2011-2019) •Micron Technology (2005-2019) •Intersil (2005-2017) •Storage Technology (2004-2005) | |

  14. Our Director Nominees

    | 18 | |

  15. Our Director Nominees

    | Robert G. Painter | Independent | | | DIRECTOR SINCE: 2023 Age: 54 SYNOPSYS BOARD COMMITTEES: Compensation Committee (Chair) | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Trimble Inc. | | Mr. Painter brings extensive executive leadership experience and insight, currently serving as President and CEO of Trimble, a leading global industrial technology company. Since joining Trimble in 2006, he held positions in M&A, General Management, and served as CFO before becoming CEO in 2020. Mr. Painter has guided the company’s evolution into an asset-light, software-driven, recurring-revenue-oriented business. This transformation has been further advanced through a series of strategic acquisitions and divestitures that strengthened Trimble’s focus, resilience, and long-term growth profile, culminating in its inclusion in the S&P 500. Mr. Painter also brings strategy, manufacturing, and corporate development experiences from his leadership roles at Cenveo, Rapt, Bain & Company, Whole Foods Market and Kraft Foods. Career Highlights •Trimble ◦President and CEO (since 2020) ◦CFO (2016-2019) ◦Various leadership positions (2006-2016) Board Experience •Trimble (since 2020) | |

  16. Our Director Nominees

    | 2026 Proxy Statement | 19 |

  17. Our Director Nominees

    | Jeannine P. Sargent | Independent | | | DIRECTOR SINCE: 2020 Age: 61 SYNOPSYS BOARD COMMITTEES: Audit Committee Governance Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Fortive Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Proterra Inc. •Queen’s Gambit Growth Capital | | Ms. Sargent is an experienced corporate director and executive with 30+ years of international operating, strategy, technology and M&A experience across multiple sectors. Her track record of building and scaling companies, in addition to designing multiple disruptive hardware and software products, is evidenced during her time as President of Innovation and New Ventures at Flex, one of the largest global electronics manufacturing services companies, where she launched the Energy business and Lab IX Corporate Ventures Group, CEO of Oerlikon Solar, a thin-film solar cell and module manufacturer, and CEO of Voyan Technology, a communications and advanced process controls software company. As a Venture Partner and Senior Advisor at Breakthrough Energy Ventures, an Operating Partner at G2 Venture Partners, a Senior Advisor, Operating Partner of Katalyst Ventures and Trustee at Northeastern University, Ms. Sargent engages and advises over 150 portfolio companies at the leading edge of today’s technology innovations and has gained decades of experience transforming, building and commercializing companies in emerging markets across multiple industries, geographies and business cycles. She also has significant experience executing investment, acquisition, and capital allocation strategies as a current director at Fortive and former director at Cypress Semiconductor, Proterra, and Queen’s Gambit Growth Capital. Career Highlights •Flex ◦Various, culminating with President of Innovation and New Ventures (2012-2017) •Oerlikon Solar ◦CEO (2007-2010) •Voyan Technology ◦CEO (1997-2002) Board Experience •Fortive (since 2019) •Proterra (2021-2024) •Queen’s Gambit Growth Capital (2021-2022) •Cypress Semiconductor (2017-2020) | |

  18. Our Director Nominees

    | 20 | |

  19. Our Director Nominees

    | Peter A. Shimer | Independent | | | DIRECTOR SINCE: 2026 Age: 63 SYNOPSYS BOARD COMMITTEES: Audit Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Alaska Air Group, Inc. | | Mr. Shimer has over four decades of leadership experience. He previously served in a variety of senior executive roles, including Chief Operating Officer and Chief Financial Officer, at Deloitte, a multinational professional services firm. In addition, he was unanimously selected to serve as the Interim Chief Executive Officer of Deloitte in 2022 and 2023. He was responsible for driving improvements in Deloitte’s operational performance and strategic initiatives, including the expansion and development of Deloitte University and the global implementation of Deloitte's enterprise resource planning system. He has also advised boards and executive teams on complex business matters, including strategy development, mergers and acquisitions, financial accounting and reporting, corporate governance and risk management. Mr. Shimer currently serves as the Executive Committee Chair of the Cancer Artificial Intelligence Alliance (CAIA), a consortium of four leading academic medical centers and supported by six world class technology companies. Career Highlights •Deloitte ◦Senior Advisor to CEO (2024-2025) ◦Interim CEO (2022-2023) ◦COO (2023-2024; 2019-2022) ◦CFO (2016-2019) ◦Interim CFO (2014-2015) ◦Managing Partner, Seattle (2007-2014) •CAIA ◦Executive Committee Chair (since 2025) Board Experience •Alaska Air Group (since 2025) | |

  20. Our Director Nominees

    | 2026 Proxy Statement | 21 |

  21. Our Director Nominees

    | Ravi Vijayaraghavan | Independent | | | DIRECTOR SINCE: 2025 Age: 61 SYNOPSYS BOARD COMMITTEES: Governance Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •ANSYS, Inc. | | Mr. Vijayaraghavan has over 35 years of experience in the technology industry and is an expert on global businesses, M&A, strategy and transformation. His work with clients as a leader in the M&A and Private Equity practices of Bain & Company, one of the largest management consultancy firms in the world, has made him an expert in setting and executing on corporate strategic agendas to drive sustained organic and M&A-led growth and value creation at technology and telecommunications companies. As a Senior Partner, he leads global client relationships in technology and telecommunications and established and led Bain’s Asia-Pacific technology practice. Through his multiple senior roles with the firm, including serving as Head of the Asia-Pacific Technology Practice, Mr. Vijayaraghavan is deeply versed in a broad range of technology markets (including software, hardware, semiconductors, and services) as well as the telecom sector across North America, Europe and Asia. He began his career in software development and product management at Oracle Corporation and Centigram Communications. Career Highlights •Bain & Company ◦Partner (since 2001) and Senior Partner (since 2008) ◦Director and Head of the Asia-Pacific Technology Practice (2004-2006 and 2019-2024) ◦Member, Global Partner Compensation & Promotion Committee (2015-2020) ◦Various positions of increasing responsibility (1995-2019) Board Experience •Ansys (2020-2025) •Singapore Land Authority (2004-2006) | |

  22. Our Director Nominees

    | 22 | |

  23. Director Compensation Highlights

    Director Compensation Highlights •Fees for committee service and service on the Board •Emphasis on equity in the overall compensation mix •Full-value equity grants with time-based vesting •No performance-based equity awards or perquisites •Robust stock ownership guidelines •Stockholder-approved limits on non-employee director compensation •Policies prohibiting hedging and pledging by our directors

  24. Compensation Review Process

    Compensation Review Process Our non-employee directors are compensated for serving on our Board. We do not pay our employees who serve on our Board any additional compensation for Board membership. Our Compensation Committee reviews our non-employee director compensation with the assistance of a compensation consultant, Aon Reward Solutions (Aon), that it has determined to be objective and independent. The Compensation Committee reviews such compensation biennially, at a minimum, and recommends adjustments as appropriate. Our Compensation Committee believes, based in part on market data provided by Aon (including a survey of market practices and trends among our peer group and the software and semiconductor industries generally) and reviewed with our Compensation Committee, that a combination of cash and equity-based awards is the most effective and appropriate way to compensate our non-employee directors. As part of its periodic review process, both the cash and equity-based award elements are benchmarked by the Compensation Committee against our peer group and the aforementioned industries to ensure that the mix and levels are appropriate and competitive with comparable companies and align our directors’ interests with those of our stockholders. Other than the compensation disclosed below, no director received compensation or other payment in connection with his or her candidacy or service on our Board.

  25. Equity

    Equity For fiscal 2025, non-employee directors were eligible to receive equity awards under the 2017 Non-Employee Directors Equity Incentive Plan (the 2017 Directors Plan). The plan provides for automatic grants of equity awards to non-employee members of our Board upon their initial appointment or election, and upon their re-election each year. The 2017 Directors Plan contains stockholder-approved limits on the equity awards that may be awarded to non-employee directors in any fiscal year ($750,000 for initial awards and $500,000 for annual awards). Initial Awards. For fiscal 2025, under the 2017 Directors Plan, new non-employee directors were eligible to receive (1) a restricted stock award grant with a grant date fair value of $350,000, which vests in equal installments on the date immediately preceding each of the first three annual meetings following the date of grant, subject to continued Board service through each vesting date; and (2) if appointed to our Board less than eleven months since the most recent annual meeting of stockholders, an “interim award” in the form of restricted stock with a grant date fair market value equal to a pro-rated portion of the annual award of $200,000, which vests on the date immediately preceding the first annual meeting following the date of grant.

  26. Equity

    Annual Awards. For fiscal 2025, under the 2017 Directors Plan, each re-elected non-employee director was eligible to receive an annual award comprised of either a stock option grant, a restricted stock grant or a combination of both, as determined by our Board each year. The annual award in fiscal 2025, which was comprised solely of restricted stock, had a grant date fair market value equal to approximately $200,000. The annual restricted stock award vests on the date immediately preceding the first annual meeting following the date of grant, subject to continued Board service through such date. In the event of a change of control or similar transaction, the vesting of unvested grants will generally accelerate unless assumed by the successor company. Our non-employee directors received restricted stock for the annual award for fiscal 2025 and, as a result, we issued 491 shares of restricted stock to each non-employee director except as noted below. The following table sets forth a summary of the compensation paid to our non-employee directors for services in fiscal 2025:

  27. Equity

    | Name | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | All Other Compensation ($) | | Total ($) | | Luis Borgen | | 140,000(4) | | 199,783 | | — | | — | 339,783 | | Marc N. Casper | | 33,750(5) | | — | | — | | — | 33,750 | | Janice D. Chaffin | | 160,000(6) | | 199,783 | | — | | — | 359,783 | | Bruce R. Chizen | | 135,000(7) | | 199,783 | | — | | — | 334,783 | | Dr. Ajei Gopal | | 31,250(8) | | 499,434(9) | | — | | 4,981,793(10) | 5,512,477 | | Mercedes Johnson | | 165,000(11) | | 199,783 | | — | | — | 364,783 | | Robert G. Painter | | 153,750(12) | | 199,783 | | — | | — | 353,533 | | Jeannine P. Sargent | | 150,000(13) | | 199,783 | | — | | — | 349,783 | | John G. Schwarz | | 161,250(14) | | 199,783 | | — | | — | 361,033 | | Peter A. Shimer | | — | | — | | — | | — | — | | Roy Vallee | | 85,000(15) | | — | | — | | — | 85,000 | | Ravi Vijayaraghavan | | 31,250(16) | | 499,434(17) | | — | | — | 530,684 |

  28. Equity

    (1)Includes pro-rated cash compensation due to changes in fiscal 2025 committee membership effective April 2025, including: (i) Mr. Schwarz serving as the Lead Independent Director and as a Compensation Committee member rather than as its chair and (ii) Mr. Painter serving as the Compensation Committee chair in addition to serving on the Governance Committee. (2)These amounts represent the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board (FASB) ASC Topic 718, Compensation—Stock Compensation, of restricted stock awards issued pursuant to the 2017 Directors Plan. For each non-employee director except for Dr. Gopal and Mr. Vijayaraghavan, the grant date fair value of these awards is calculated using the closing price of our common stock of $406.89 on the grant date multiplied by the 491 shares granted. For Dr. Gopal and Mr. Vijayaraghavan, who were appointed after the 2025 Annual Meeting of Stockholders, the grant date fair value is calculated using the closing price of our common stock of $438.10 on the grant date multiplied by the 1,140 shares granted, which includes: (i) 798 shares granted in connection with their appointment to the Board in July 2025 and (ii) 342 shares representing a pro-rated amount of the annual stock award granted to Dr. Gopal and Mr. Vijayaraghavan in fiscal 2025. These amounts do not represent the actual value that may be realized by the director upon vesting of such awards. For information on the assumptions used to calculate the value of the awards, refer to Note 15 to the consolidated financial statements contained in our 2025 Annual Report on Form 10-K. Such stock awards vest on the date immediately preceding the first annual meeting following the date of grant. At the end of fiscal 2025, each of our non-employee directors held 491 shares of unvested restricted stock awards, except for Mr. Painter, who held 764 shares, and Dr. Gopal and Mr. Vijayaraghavan, who each held 1,140 shares. (3)At the end of fiscal 2025, the only non-employee directors who held outstanding option awards were Mr. Borgen (3,397 shares, which are fully vested) and Ms. Sargent (5,998 shares, which are fully vested). (4)Includes $15,000 retainer paid to Mr. Borgen for serving as an Audit Committee member in fiscal 2025. (5)This amount represents a pro-rated amount of the annual retainer paid to Mr. Casper in fiscal 2025 prior to his term expiring at the end of the 2025 Annual Meeting of Stockholders, including for serving as a Compensation Committee member in fiscal 2025. (6)Includes $35,000 retainer paid to Ms. Chaffin for serving as the Governance Committee chair and as a Compensation Committee member in fiscal 2025. (7)Includes $10,000 retainer paid to Mr. Chizen for serving as a Compensation Committee member in fiscal 2025. (8)Dr. Gopal was appointed to the Board in July 2025. This amount represents a pro-rated amount of the annual retainer paid to Dr. Gopal in fiscal 2025. (9)In fiscal 2025, Dr. Gopal was granted a total of 1,140 shares, consisting of (i) 798 shares granted in connection with his appointment to the Board in July 2025 and (ii) 342 shares representing a pro-rated amount of the annual stock award granted to Dr. Gopal in fiscal 2025. (10)Represents cash severance payments made to Dr. Gopal pursuant to the Separation Agreement in connection with Dr. Gopal's termination of employment by Synopsys in July 2025. Further, in addition to the amount that appears in the table above, pursuant to the Separation Agreement, all of the restricted stock unit awards granted by Ansys to Dr. Gopal, which were assumed by Synopsys in connection with the Ansys acquisition, became fully vested. Such awards had an approximate valuation of $74.28 million on the date of vesting. (11)Includes $40,000 retainer paid to Ms. Johnson for serving as the Audit Committee chair in fiscal 2025. (12)Includes $28,750 retainer paid to Mr. Painter for serving as the Compensation Committee chair and a Governance Committee member in fiscal 2025. (13)Includes $25,000 retainer paid to Ms. Sargent for serving as an Audit Committee member and as a Governance Committee member in fiscal 2025. (14)Includes $36,250 retainer paid to Mr. Schwarz for serving as the Lead Independent Director, the Compensation Committee chair and as a Compensation Committee member in fiscal 2025. (15)This amount represents a pro-rated amount of the annual retainer paid to Mr. Vallee in fiscal 2025 prior to his term expiring at the end of the 2025 Annual Meeting of Stockholders, including for serving as the Lead Independent Director and as an Audit Committee member in fiscal 2025. (16)Mr. Vijayaraghavan was appointed to the Board in July 2025. This amount represents a pro-rated amount of the annual retainer paid to Mr. Vijayaraghavan in fiscal 2025. (17)In fiscal 2025, Mr. Vijayaraghavan was granted a total of 1,140 shares, consisting of (i) 798 shares granted in connection with his appointment to the Board in July 2025 and (ii) 342 shares representing a pro-rated amount of the annual stock award granted to Mr. Vijayaraghavan in fiscal 2025.

  29. Additional Equity Plan Information

    | | As of 1/31/2026 | | Total Stock Options Outstanding | 1,090,691 | | Total Restricted Stock Unit Awards Outstanding | 3,297,989 | | Total Common Stock Outstanding | 191,448,921 | | Weighted-Average Exercise Price of Stock Options Outstanding | $359.31 | | Weighted-Average Remaining Duration of Stock Options Outstanding | 3.32 years | | Total Shares Available for Grant under the Equity Incentive Plan(1) | 14,677,624 | | Total Shares Available for Grant under the 2017 Directors Plan(2) | 359,486 | | Closing stock price as of January 30, 2026 | $465.12 |

  30. Additional Equity Plan Information

    (1)Includes reduction related to the 2025 Annual PRSUs (as defined below) on an assumed target performance for each of the 2025 PRSU Goals (as defined below), granted pursuant to the Equity Incentive Plan, which includes a fungible share adjustment. See “Compensation Discussion and Analysis” section beginning on page 52 under the subsection titled “Equity Awards” for the material terms of the 2025 Annual PRSUs, including the target requirements for each of the 2025 PRSU Goals. (2)If our stockholders approve the Equity Incentive Plan at the Annual Meeting, no additional equity awards will be granted to our non-employee directors under the 2017 Directors Plan, and any shares remaining available for issuance under the 2017 Directors Plan will not be eligible for issuance under the 2017 Directors Plan or the Equity Incentive Plan. Then-outstanding awards under the 2017 Directors Plan will remain outstanding in accordance with their terms and conditions.

  31. Information for Burn Rate Calculations

    | | Fiscal 2025 | | Stock Options Granted by Synopsys(1) | 232,196 | | Restricted Stock Units Granted by Synopsys(2) | 1,256,822 | | Restricted Stock Awards Granted by Synopsys(3) | 5,717 | | Stock Options Cancelled | 41,744 | | Restricted Stock Units Cancelled(4) | 206,476 | | Restricted Stock Awards Cancelled | — | | Weighted-Average Common Stock Outstanding | 163,947,237 | | Common Stock Outstanding at Fiscal Year End | 185,993,607 |

  32. General

    General The Equity Incentive Plan was originally adopted by our Board in March 2006 and approved by stockholders in April 2006 as a successor plan to prior stock option plans for our employees. The Equity Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, and other forms of equity compensation (collectively, equity awards). The Equity Incentive Plan also provides the ability to grant performance equity awards and performance cash awards (together, performance awards), which enable our Compensation Committee to use performance criteria in establishing specific targets to be attained as a condition to the vesting of awards. Incentive stock options granted under the Equity Incentive Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. Non-statutory stock options granted under the Equity Incentive Plan are not intended to qualify as incentive stock options under the Code. See “U.S. Federal Income Tax Information” below in this Proposal 2 for a discussion of the tax treatment of equity awards.

  33. Administration

    Administration The Equity Incentive Plan provides that our Board has the authority to construe and interpret the Equity Incentive Plan and to determine the persons to whom and the dates on which equity awards will be granted, the number of shares of common stock to be subject to each equity award, the time or times during the term of each equity award within which all or a portion of the award may be exercised, the exercise, purchase, or strike price of each equity award, the type of consideration permitted to exercise or purchase each equity award, and other terms of the equity awards. Our Board has the authority to delegate some or all of the administration of the Equity Incentive Plan to a committee or committees composed of members of our Board. In the discretion of our Board, a committee may consist solely of two or more “non-employee directors” (as defined in the Equity Incentive Plan). The Equity Incentive Plan also permits delegation of administration of the plan to one or more executive officers with respect to grants to employees of Synopsys and its subsidiaries. Our Board has delegated to the Compensation Committee administration of the Equity Incentive Plan. Our Board has also delegated to our Chief Executive Officer, as both an officer and member of our Board, administration of the Equity Incentive Plan with respect to equity awards to employees other than executive officers, subject to specified limitations and restrictions.

  34. Eligibility

    Eligibility General. As of January 31, 2026, Synopsys had 26,060 eligible employees and 4,399 eligible consultants under the Equity Incentive Plan. Synopsys does not currently expect to grant awards to consultants under the Equity Incentive Plan, but it is permitted to do so under the plan’s terms. In addition, assuming our stockholders approve this Proposal 2, our non-employee directors will be eligible to receive awards under the Equity Incentive Plan. We currently have ten non-employee directors, eight of whom will be eligible to participate in the Equity Incentive Plan, assuming all director nominees are elected at the Annual Meeting. The requirements for eligibility are further described below, and the basis for participation is being selected by the plan administrator. Incentive Stock Options. Incentive stock options may be granted under the Equity Incentive Plan only to employees (including executive officers) of Synopsys and its affiliates. The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options is 114,297,248 shares of common stock. No incentive stock option may be granted under the Equity Incentive Plan to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of Synopsys or its affiliates, unless the exercise price of such stock option is at least 110% of the fair market value of the stock subject to the stock option on the date of grant and the term of the stock option does not exceed five years from the date of grant. In addition, the aggregate fair market value, determined on the date of grant, of the shares of common stock with respect to which incentive stock options are exercisable for the first time by a participant during any calendar year (under the Equity Incentive Plan and any other equity plans of Synopsys and its affiliates) may not exceed $100,000 (any excess of such amount shall be treated as non-statutory stock options). Non-Statutory Stock Options, Restricted Stock, Restricted Stock Units and Other Awards. Non-statutory stock options, restricted stock, restricted stock units and all other types of equity awards and performance awards authorized under the Equity Incentive Plan may be granted to employees (including executive officers), consultants and non-employee directors of Synopsys and its affiliates. Non-Employee Director Limitation. The aggregate value of all compensation granted or paid to any non-employee director may not exceed $1,500,000 in total value; provided, however, the maximum aggregate dollar value of all compensation granted or paid to a non-employee director may be up to 200% of the foregoing limit under certain circumstances described in the Equity Incentive Plan.

  35. Stock Subject to the Equity Incentive Plan

    Stock Subject to the Equity Incentive Plan As of January 31, 2026, 14,677,624 shares of common stock were available for future grants under the Equity Incentive Plan and 114,297,248 shares of our common stock are reserved for issuance under the Equity Incentive Plan. The number of shares of common stock available for issuance under the Equity Incentive Plan is currently reduced by one share for each share of common stock issued pursuant to a stock option or a stock appreciation right and by 1.70 shares for each share of common stock issued pursuant to restricted stock awards, restricted stock unit awards or other awards (excluding options and stock appreciation rights). If a stock option or stock appreciation right award expires or otherwise terminates without being fully exercised, if shares subject to a restricted stock award or restricted stock unit award are forfeited to or repurchased by us, or if an equity award is settled in cash, the shares not issued under those awards, or the shares forfeited to or repurchased by us, become available for subsequent issuance under the Equity Incentive Plan. Such returning shares increase the number of shares available for issuance under the Equity Incentive Plan by one share if they were issued pursuant to a stock option or stock appreciation right and, by 1.70 shares if they were issued pursuant to restricted stock awards, restricted stock unit awards or other awards (excluding options and stock appreciation rights).

  36. Stock Subject to the Equity Incentive Plan

    | 44 | |

  37. Stock Subject to the Equity Incentive Plan

    If shares subject to an award granted under the Equity Incentive Plan are not delivered to a participant because: •an equity award is exercised through a reduction in the number of shares subject to the equity award (a “net exercise”), •the appreciation distribution upon exercise of a stock appreciation right is paid in shares of common stock, or •shares are withheld in satisfaction of applicable withholding taxes, then those shares do not become available for subsequent issuance under the Equity Incentive Plan. If the exercise price or purchase price of an award, or any tax withholding obligations in connection with any award, are satisfied by a participant tendering previously held shares, the tendered shares do not become available for subsequent issuance under the Equity Incentive Plan.

  38. Terms of Stock Options

    Terms of Stock Options We may grant stock options under the Equity Incentive Plan pursuant to stock option agreements adopted by our Board or a duly authorized committee. The following is a description of the permissible terms of stock options under the Equity Incentive Plan. Individual stock option agreements may be more restrictive as to any or all of the permissible terms described below. Exercise Price. The exercise price of incentive stock options and non-statutory stock options may not be less than 100% of the fair market value of the stock subject to the stock option on the date of grant and, in some cases (see “Eligibility” above), may not be less than 110% of such fair market value. Consideration. The stock option exercise price may, at the discretion of our Board, be paid in cash or by check, pursuant to a broker-assisted cashless exercise, by delivery of other shares of Synopsys common stock, pursuant to a net exercise arrangement, or in any other form of legal consideration reasonably acceptable to our Board. Vesting. Stock options granted under the Equity Incentive Plan vest, or become exercisable, as determined by our Board. Vesting typically occurs during the optionholder’s continued service with Synopsys or an affiliate, whether such service is in the capacity of an employee, director or consultant (collectively, service) and regardless of any change in the capacity of the optionholder, or upon achievement of quantitative or qualitative goals determined by the plan administrator. Shares covered by different stock options may be subject to different vesting terms. Term. Under the current Equity Incentive Plan, the maximum term of a stock option is seven years, except that in certain cases (see “Eligibility” above) the maximum term is five years. Termination of Service. Stock options generally terminate three months after termination of a participant’s service unless: •the stock option agreement by its terms specifically provides otherwise, •termination is due to the participant’s disability, in which case the stock option may be exercised (to the extent the stock option was exercisable at the time of the termination of service) at any time within 12 months of termination, •the participant dies while in service, or the participant dies within a specified period after termination of service, in which case the stock option may be exercised (to the extent the stock option was exercisable at the time of the participant’s death) within 12 months of the participant’s death by the person or persons to whom the rights to such stock option have passed, or •the participant is terminated for cause (as defined under the Equity Incentive Plan), in which case the stock option will terminate and cease to be exercisable (whether vested or unvested) at the time of such termination. The stock option term may be extended in the event that exercise of the stock option following termination of service is prohibited by applicable securities laws. In no event, however, may a stock option be exercised beyond the expiration of its term. Restrictions on Transfer. A participant generally may not transfer a stock option other than by will, by the laws of descent and distribution, or pursuant to a domestic relations order. During the lifetime of the participant, only the participant may exercise a stock option (except in instances pursuant to a domestic relations order). A participant may also designate a beneficiary (excluding any third-party financial institution) who may exercise a stock option following the participant’s death.

  39. Terms of Restricted Stock

    Terms of Restricted Stock We may grant restricted stock awards under the Equity Incentive Plan pursuant to restricted stock award agreements adopted by our Board or a duly authorized committee. Restricted stock awards are shares of our common stock that may be subject to restrictions, such as vesting requirements. Consideration. Our Board may grant restricted stock awards in consideration for past or future services rendered to Synopsys or an affiliate, or any other form of legal consideration acceptable to our Board. Vesting. Shares of stock acquired under a restricted stock award may, but need not, be subject to a repurchase option in favor of Synopsys or forfeiture to Synopsys in accordance with a vesting schedule as determined by our Board. Termination of Service. Upon termination of a participant’s service, Synopsys may repurchase or otherwise reacquire any forfeited shares of stock that have not vested as of such termination under the terms of the applicable restricted stock award.

  40. Terms of Restricted Stock

    | 2026 Proxy Statement | 45 |

  41. Terms of Restricted Stock

    Restrictions on Transfer. Rights to acquire shares of shares of Synopsys common stock will be transferable by the participant only upon such terms and conditions as are set forth in the restricted stock award agreement, so long as the underlying shares remain subject to the terms of the agreement and provided that in no event may any restricted stock award be transferred for consideration to a third-party financial institution.

  42. Terms of Restricted Stock Units

    Terms of Restricted Stock Units We may grant restricted stock unit awards under the Equity Incentive Plan pursuant to restricted stock unit award agreements adopted by our Board or a duly authorized committee. Restricted stock units represent the value of a fixed number of shares of Synopsys common stock on the date of grant. Consideration. Our Board may grant restricted stock units in consideration for past or future services rendered to Synopsys or an affiliate, or any other form of legal consideration acceptable to our Board. Vesting. Restricted stock units vest at the rate or on the terms specified in the restricted stock unit award agreement as determined by our Board. Settlement. Restricted stock units may be settled by the delivery of shares of Synopsys common stock, cash, or any combination as determined by our Board. At the time of grant, our Board may impose additional restrictions or conditions that delay the delivery of stock or cash subject to the restricted stock unit award after vesting. Termination of Service. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited upon the participant’s termination of service.

  43. Terms of Other Stock Awards

    Terms of Other Stock Awards Our Board may grant other equity awards based in whole or in part by reference to the value of our common stock. Subject to the provisions of the Equity Incentive Plan, our Board has the authority to determine the persons to whom and the dates on which such other equity awards will be granted, the number of shares of common stock (or cash equivalents) to be subject to each award, and other terms and conditions of such awards. Such awards may be granted either alone or in addition to other equity awards granted under the Equity Incentive Plan. These awards may not have a term in excess of seven years from the date of grant.

  44. Changes to Capital Structure

    Changes to Capital Structure In the event any change is made to the outstanding shares of our common stock without receipt of consideration (whether through a stock split, reverse stock split or other changes in the capital structure), appropriate adjustments will be made to the class of securities issuable under the Equity Incentive Plan, the maximum number of securities issuable under the Equity Incentive Plan, the incentive stock option limitation, the maximum award that one person may be granted in a calendar year under the Equity Incentive Plan, and the number, class and price per share under outstanding equity awards under the Equity Incentive Plan.

  45. Corporate Transactions; Changes in Control

    Corporate Transactions; Changes in Control Unless otherwise provided in a written agreement between Synopsys or an affiliate and a participant, or unless otherwise expressly provided by our Board or the Compensation Committee at the time of grant of an equity award, in the event of significant corporate transactions, outstanding equity awards under the Equity Incentive Plan may be assumed, continued or substituted by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue or substitute such equity awards, then: •with respect to any such equity awards that are held by individuals then performing services for Synopsys or its affiliates, the vesting and exercisability provisions of such equity awards will be accelerated in full and such awards will be terminated if not exercised prior to the effective date of the corporate transaction and any reacquisition or repurchase rights will lapse (contingent upon the effectiveness of the corporate transaction), •all other outstanding equity awards will be terminated if not exercised prior to the effective date of the corporate transaction, except that certain equity awards, such as restricted stock awards, may have their reacquisition or repurchase rights assigned to the surviving or acquiring entity (or its parent company) in the corporate transaction, though if such reacquisition or repurchase rights are not assigned, then such equity awards will become fully vested, and •no vested restricted stock unit award will terminate without being settled by delivery of shares of common stock, their cash equivalent or in any other form of consideration, as determined by the Board, prior to the effectiveness of the corporate transaction. A significant corporate transaction will be deemed to occur in the event of: •a sale of all or substantially all of the consolidated assets of Synopsys and its subsidiaries, •a sale of at least 90% of the outstanding securities of Synopsys, •a merger, consolidation or similar transaction in which Synopsys is not the surviving corporation, or •a merger, consolidation or similar transaction in which Synopsys is the surviving corporation, but shares of Synopsys outstanding common stock are converted into other property by virtue of the corporate transaction.

  46. Corporate Transactions; Changes in Control

    The Equity Incentive Plan provides, at the discretion of our Board, that the holder of an outstanding equity award that would otherwise terminate if not exercised prior to the corporate transaction may surrender such equity award in exchange for a payment equal to the excess of the value of the property that the holder would have received upon exercise of the equity award immediately prior to the corporate transaction, over the exercise price otherwise payable in connection with the equity award, which excess amount may be fully vested at the time of the corporate transaction or may be required to vest after the time of the corporate transaction substantially in accordance with the schedule in effect immediately prior to the corporate transaction. An equity award may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in the award agreement for such equity award, or as may be provided in any other written agreement between Synopsys or any affiliate and the participant. An equity award may vest as to all or any portion of the shares subject to the equity award (a) immediately upon the occurrence of a change in control, whether or not such equity award is assumed, continued, or substituted by a surviving or acquiring entity in the change in control, or (b) in the event a participant’s service is terminated, actually or constructively, within a designated period prior to, at, or following the occurrence of a change in control. In the absence of a determination by the plan administrator, no such acceleration will occur. The acceleration of an equity award in the event of an acquisition or similar corporate event may be viewed as an anti-takeover provision, which may have the effect of discouraging a proposal to acquire or otherwise obtain control of Synopsys.

  47. Dividends and Dividend Equivalents

    Dividends and Dividend Equivalents As determined by our Board, dividends and dividend equivalent rights may accrue with respect to awards granted under the Equity Incentive Plan other than stock options or stock appreciation rights, but no dividends or dividend equivalents will be paid out or settled unless and until, and then only to the extent that, the applicable underlying award vests. Neither stock options nor stock appreciation rights granted under the Equity Incentive Plan may provide for any dividends or dividend equivalents thereon.

  48. Awards Granted to Certain Individuals and Groups under the Equity Incentive Plan

    Awards Granted to Certain Individuals and Groups under the Equity Incentive Plan The following table shows, for each of the named executive officers and the various groups indicated, the total number of shares of Synopsys common stock subject to stock awards that have been granted (even if not currently outstanding) under the Equity Incentive Plan since it became effective through January 31, 2026:

  49. Awards Granted to Certain Individuals and Groups under the Equity Incentive Plan

    | Name | Number of Shares (#) | | Sassine Ghazi | 572,518 | | President and Chief Executive Officer | | | Dr. Aart de Geus | 3,166,364 | | Executive Chair of the Board of Directors | | | Shelagh Glaser | 122,805 | | Chief Financial Officer | | | Janet Lee | 13,324 | | General Counsel and Corporate Secretary | | | Rick Mahoney | 131,344 | | Former Chief Revenue Officer | | | John F. Runkel, Jr. | 346,666 | | Former General Counsel and Corporate Secretary | | | All current executive officers as a group (5 persons)(1) | 3,912,247 | | All current directors who are not executive officers as a group (10 persons) | — | | Each nominee for election as a director(2) | 3,738,882 | | Each associate of any executive officers, current directors or director nominees | — | | Each other person who received or is to receive 5% of awards | — | | All employees, excluding executive officers, as a group | 52,411,492 |

  50. Awards Granted to Certain Individuals and Groups under the Equity Incentive Plan

    (1)Includes Mr. Ghazi, Dr. de Geus, Ms. Glaser, Ms. Lee and Mike Ellow, Synopsys' Chief Revenue Officer. (2)Reflects shares subject to stock awards that have been granted to Mr. Ghazi (572,518) and Dr. de Geus (3,166,364). Janice D. Chaffin, Bruce R. Chizen, Mercedes Johnson, Robert G. Painter, Jeannine P. Sargent, John G. Schwarz, Peter A. Shimer and Ravi Vijayaraghavan have not received any stock awards under the Equity Incentive Plan.

  51. Awards Granted to Certain Individuals and Groups under the Equity Incentive Plan

    | 2026 Proxy Statement | 51 |

  52. Awards Granted to Certain Individuals and Groups under the Equity Incentive Plan

    As required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act), we are requesting our stockholders cast a non-binding advisory vote on the compensation of our NEOs as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the narrative discussion on pages 52 to 95 of this Proxy Statement. Specifically, stockholders are being asked to approve the following resolution at the Annual Meeting: RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables, is hereby approved. This non-binding advisory vote is commonly referred to as a “say-on-pay” vote and is held annually. It is expected that the next say-on-pay vote will occur at the 2027 Annual Meeting of Stockholders. Synopsys, Inc. Compensation Discussion and Analysis This Compensation Discussion and Analysis (CD&A) discusses the compensation of our NEOs for fiscal 2025.

  53. Fiscal 2025 NEOs

    | Executive Summary | 53 | | Fiscal 2025 Executive Compensation | 59 | | Base Salary | 60 | | Short-Term Cash Incentives | 61 | | Equity Awards | 67 | | Other Benefits | 71 | | Severance and Change of Control Benefits | 72 | | Key Fiscal 2026 NEO Compensation Decisions | 73 | | Our Compensation Decision-Making Process | 74 | | Executive Compensation Risk Management | 78 | | Conclusion | 78 |

  54. STATUS OF PRSU AWARDS

    | What We Do | What We Don’t Do | | ü Pay for Performance. Performance-based pay represents a significant portion of our NEOs’ Target TDC ü Mix of Performance Goals. The performance goals for our incentive awards focus on both near-term and long-term goals ü Double Trigger Change of Control Benefits. Our NEO change of control agreements are “double trigger" ü Maximum Payout Caps. Our EIP and Equity Incentive Plan maintain maximum payout caps to avoid excessive payments and risk taking ü Compensation Recovery Policy. We maintain a compensation recovery policy for the recovery of incentive compensation paid to executive officers in the event of a financial restatement that is compliant with the Nasdaq Listing Standards and SEC requirements ü Robust Share Ownership Guidelines. All of our continuing NEOs are in compliance with our Share Ownership Guidelines ü Independent Compensation Committee. Our Compensation Committee is composed solely of independent directors ü Independent Compensation Consultant. Our Compensation Committee directly retains Aon as an independent compensation consultant ü Annual Advisory Say-on-Pay Vote. We hold an annual advisory say-on-pay vote and approximately 91% of votes cast approved our fiscal 2024 NEO compensation policies and procedures ü Equity Burn Rate Management. We continue to closely manage our equity budget and equity burn rate, limiting gross share usage to under 1.0% in fiscal 2025 | û No Excessive Risks. Annual compensation risk assessment of executive compensation program to ensure no excessive risk taking û No Excessive Change of Control Payments. Cash change of control payments do not exceed two times annual target cash incentive compensation û No Golden Parachute Tax Gross Ups. We do not provide for “golden parachute” excise tax gross ups û No Excessive Perks. We do not provide any excessive perquisites to our NEOs û No Hedging or Pledging. All employees, including our NEOs, and our directors are prohibited from engaging in hedging or pledging our stock as collateral for a loan or using margin accounts û No Repricing or Cash-out of Underwater Options. Our Equity Incentive Plan prohibits the repricing and cash-out of underwater options without stockholder approval û No Dividends on Unvested Equity Awards. Our Equity Incentive Plan prohibits paying out dividends and dividend equivalents on unvested awards û No Executive Pension Plans or SERPs. We only maintain a deferred compensation plan and a standard 401(k) plan |

  55. Fiscal 2025 Executive Compensation

    | | | Core Fiscal 2025 Compensation Element(1) | | Purpose | Key Characteristics | | | | | | | | | | | BASE SALARY | | | | | | | Chief Executive Officer | Average of Other NEOs | Compensates our NEOs for expected levels of day-to-day performance. | •Reflects expertise and scope of responsibilities in a competitive market for executive talent. | | | | EXECUTIVE INCENTIVE PLAN (EIP) | | | | | | | Chief Executive Officer | Average of Other NEOs | Aligns NEO performance with near-term financial objectives and future revenue goals, which rewards contributions that have a multi-year impact and are aligned with our long-term strategic plan. | •Multiple performance metrics measuring financial performance. •Requires significant levels of achievement before payments are earned. | | | | ANNUAL STOCK OPTIONS | | | | | | | Chief Executive Officer | Average of Other NEOs | Align interests of NEOs with long-term stockholder interests through incentivizing long-term stock price growth and encourage retention. Stock options are only valuable if our stock price increases over time. | •Four-year vesting subject to continued employment. | | | | ANNUAL RSUs | | | | | | | Chief Executive Officer | Average of Other NEOs | Align interests of NEOs with long-term stockholder interests through incentivizing long-term stock price growth and encourage retention while managing dilution. Have upside potential but deliver value even during periods of market or stock price underperformance. | •Four-year vesting subject to continued employment. | | | | ANNUAL PRSUs | | | | | | | Chief Executive Officer | Average of Other NEOs | Align interests of NEOs with long-term stockholder interests through incentivizing continued revenue growth and relative stock price performance over a multi-year performance period and encourage retention. The rTSR modifier helps align payouts with stockholder experience. | •Vesting subject to achievement of revenue growth and rTSR performance: •Three-year performance period. •Mandatory downward adjustment if rTSR below 50th percentile. |

  56. Fiscal 2025 Executive Compensation

    Short-Term Cash Incentives Executive Incentive Plan (EIP). We utilize annual cash incentive compensation to align NEO performance with near-term financial objectives and future revenue goals, which reward contributions that have a multi-year impact. These cash incentive payments can be earned by our NEOs only if we achieve a significant level of our financial performance goals, which are intended to advance our long-term strategic plans and, ultimately, stockholder value. Our Compensation Committee grants cash incentive compensation opportunities under our EIP and approves cash incentive targets, performance goals and payout matrices that determine how much of the target may be paid at each level of achievement of our performance goals. After the end of the fiscal year, the Compensation Committee determines whether a threshold payment goal has been satisfied. If the threshold payment goal has been satisfied, an NEO is eligible to receive up to 225% of the NEO’s cash incentive target. The Compensation Committee then uses their best business judgment to determine the amount of each NEO's actual cash incentive awards, based on: •a pre-determined payout formula provided in the EIP to calculate the amount of potential cash incentive payments, •management's recommendations to the Compensation Committee regarding individual performance, •Synopsys' achievement of other financial goals, product milestones or strategic goals, •cross-functional teamwork and collaboration, •unforeseen changes in the economy and/or geopolitical climate, and •any other factors deemed material by the Compensation Committee. The cash incentive targets, performance goals, payout matrices and payout formula for fiscal 2025 are described in the sections that follow. Fiscal 2025 Cash Incentive Targets. A cash incentive target is the amount of cash incentive compensation that an NEO could earn if we achieve all of our performance goals. Targets are expressed as a percentage of the NEO’s base salary. In reviewing targets, our Compensation Committee takes into consideration: •each NEO’s role and responsibilities, •our financial performance projections, •the budget for the coming year, •pay at comparable companies, •historical compensation levels, and •the resulting total target cash compensation that can be earned given the individual’s base salary and related target cash incentive opportunity. Dr. de Geus did not participate in the cash incentive program for fiscal 2025 in reflection of his role as Executive Chair. The cash incentive targets for each of our NEOs, other than Dr. de Geus, for fiscal 2025 as compared to fiscal 2024 are summarized below. For fiscal 2025, in no event could an actual cash incentive payment to any NEO exceed 225% of the NEO’s cash incentive target, the maximum funding level under the EIP. Pursuant to her offer letter with Synopsys, Ms. Lee’s cash incentive target for fiscal 2025 included a pro-rated target incentive opportunity of 90% under the EIP, reflecting her Synopsys service time following the Closing, as well as 100% of her target cash incentive award opportunity under Ansys’ annual cash incentive plan, which was forfeited upon her joining Synopsys. Ms. Lee’s target incentive opportunity under the EIP reflects her role and responsibilities as well as internal pay equity, market competitiveness and historical pay considerations.

  57. Fiscal 2025 Executive Compensation

    | NEO | Fiscal 2025 Cash Incentive Target (% of Salary) | Fiscal 2024 Cash Incentive Target (% of Salary) | Cash Incentive Target Increase (%) | Primary Reasons for the Change | | Sassine Ghazi | 200 | 200 | — | No increase. | | Shelagh Glaser | 110 | 100 | 10.0 | Reflects the breadth of Ms. Glaser’s role, internal alignment as a key member of the executive leadership team, and market competitiveness considerations. | | Janet Lee | 90 | — | — | Not applicable as Ms. Lee was not employed in fiscal 2024. | | Rick Mahoney | 150 | 150 | — | No increase. | | John F. Runkel, Jr. | 90 | 80 | 12.5 | Reflects Mr. Runkel’s strong contributions to Synopsys, including his role on the Ansys transaction, and internal pay equity and market competitiveness considerations. |

  58. FISCAL 2025 PERFORMANCE MEASURES

    FISCAL 2025 PERFORMANCE MEASURES For fiscal 2025, our Compensation Committee selected a mix of performance measures that it believed would incentivize our NEOs to focus on sustained performance rather than short-term accomplishments and would contribute to our consistent revenue growth and profitability achievement. The Compensation Committee based the financial goals on Synopsys' fiscal 2025 operating plan approved by the Board. The EIP was structured to provide a limited payment opportunity when target performance goals are narrowly missed. We believe this reduces our exposure to excessive risk-taking that can arise with “all or nothing” performance conditions and subjects our NEOs to a higher performance standard when compared to standard industry practice.

  59. FISCAL 2025 PERFORMANCE MEASURES

    | Performance Goals & Metrics | Rationale | Impact on EIP & Other Key Features | | FUNDING THRESHOLD PAYMENT GOAL | | | | Fiscal 2025 Non-GAAP Operating Margin (Percentage of Fiscal 2025 Non-GAAP Operating Margin Target) | Establishes the level of performance that must be achieved before any payment can be attained under the EIP. We do not believe our NEOs should earn a cash incentive award unless Synopsys attains a minimum level of profitability. | If the threshold payment goal is achieved, each NEO would be eligible to earn up to 225% of their cash incentive target based on achievement of the goals below and other factors that the Compensation Committee considers relevant, as described above. | | CORPORATE FINANCIAL PERFORMANCE GOALS | | | | Fiscal 2025 Revenue | Incentivizes revenue growth and rewards efforts to retain customers and expand our business. Weighted at 50% of Corporate Financial Performance Goals to reflect balanced focus on revenue growth and operating margin. | Must achieve ≥90% weighted average of Corporate Financial Performance Goals (50% Fiscal 2025 Revenue and 50% Fiscal 2025 Non-GAAP Operating Margin) before any payment could be earned. | | Fiscal 2025 Non-GAAP Operating Margin | Ensures appropriate investment mix to drive profitability, reduce expenses and support operating effectiveness. Weighted at 50% of Corporate Financial Performance Goals. | | | REVENUE GROWTH GOALS | | | | Fiscal 2026 Revenue Backlog (Referred to elsewhere as Revenue Growth Goal) | Encourages our NEOs to address revenue predictability in the near term but also supports working with customers to develop purchasing strategies that align with their business and help phase in new technologies. | Achieving <92% of Revenue Growth Goal will result in no greater than 85% of Revenue Growth Achievement Factor. | | Fiscal 2027 Revenue Backlog (Referred to elsewhere as Long-Term Revenue Growth Goal) | Encourages our NEOs to address revenue growth in the longer term, thereby rewarding contributions that have a multi-year impact. | No multiplier for Long-Term Revenue Growth Goal if not fully achieved. |

  60. FISCAL 2025 PERFORMANCE MEASURES

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  61. PERFORMANCE AGAINST FISCAL 2025 PERFORMANCE MEASURES

    PERFORMANCE AGAINST FISCAL 2025 PERFORMANCE MEASURES Our fiscal 2025 threshold goal to earn any payment was 70.0% of our fiscal 2025 non-GAAP operating margin target of 40.0%, or 28.0%.(1) We achieved this target by attaining a non-GAAP operating margin of 36.3% for fiscal 2025 and, therefore, the threshold payment goal was satisfied and each of our NEOs was eligible to earn up to 225% of his or her annual cash incentive target, the maximum funding level under the EIP. Our other performance goals targets are set forth below.

  62. PERFORMANCE AGAINST FISCAL 2025 PERFORMANCE MEASURES

    | | | | | | ACHIEVED | Threshold Performance Goal for Non-GAAP Operating Margin |

  63. PERFORMANCE AGAINST FISCAL 2025 PERFORMANCE MEASURES

    | Corporate Financial Performance Goals | Performance Weight (%) | | Fiscal 2025 Achieved (%) | | Fiscal 2025 Revenue | 50.0 | | 92.6 | | Fiscal 2025 Non-GAAP Operating Margin(1) | 50.0 | | 90.8 | | Average Achievement | | | 91.7 |

  64. PERFORMANCE AGAINST FISCAL 2025 PERFORMANCE MEASURES

    | Revenue Growth Goals | Fiscal 2025 Target | Fiscal 2025 Achieved (%) | | Fiscal 2026 Revenue Backlog(2) (Referred to elsewhere as Revenue Growth Goal) | | 100.5 | | Fiscal 2027 Revenue Backlog(2) (Referred to elsewhere as Long-Term Revenue Growth Goal) | —(3) | 112.3 |

  65. PERFORMANCE AGAINST FISCAL 2025 PERFORMANCE MEASURES

    (1)Please see Appendix B for a reconciliation of non-GAAP operating margin and non-GAAP EPS growth to operating margin and EPS, the most directly comparable measures reported under U.S. GAAP as well as information regarding how these measures are calculated. (2)“Backlog” means contracted but unsatisfied or partially unsatisfied performance obligations as of October 31, 2025, which includes non-cancellable Flexible Spending Account commitments from customers where actual product selection and quantities of specific products or services are to be determined by customers at a later date, and excludes future sales-based royalty payments from the remaining performance obligations. Approximately 45% of the backlog as of October 31, 2025, excluding non-cancellable FSA, is expected to be recognized as revenue over the next 12 months, with the remainder recognized thereafter. The majority of the remaining backlog is expected to be recognized in the following three years. (3)We consider our Long-Term Revenue Growth Goal to be confidential, and the disclosure of this target would cause us competitive harm. In general, the Compensation Committee sets revenue backlog targets that it believes to be challenging but attainable with considerable effort by our NEOs and employees, and in the absence of significant deterioration in macroeconomic or broader industry conditions.

  66. PERFORMANCE AGAINST FISCAL 2025 PERFORMANCE MEASURES

    | 2026 Proxy Statement | 63 |

  67. (BASED ON FISCAL 2025 REVENUE AND OPERATING MARGIN)

    | Percentage of Weighted Average Achievement of Corporate Financial Performance Goals | Corporate Financial Performance Achievement Factor | | 105.5% or greater | 150% | | 100% | 100% | | 90% | 70% | | Less than 90% | 0% |

  68. Fiscal 2025 Long-Term Revenue Growth Goal Multiplier Matrix

    Fiscal 2025 Long-Term Revenue Growth Goal Multiplier Matrix For fiscal 2025, achieving 100% or greater of the Long-Term Revenue Growth Goal would result in application of the Long-Term Revenue Growth Multiplier of 110%. No multiplier would be applied for any achievement below 100%.

  69. LONG-TERM REVENUE GROWTH ACHIEVEMENT FACTOR

    LONG-TERM REVENUE GROWTH ACHIEVEMENT FACTOR

  70. (BASED ON FISCAL 2027 REVENUE BACKLOG)

    | Percentage of Achievement of Long-Term Revenue Growth Goal | Long-Term Revenue Growth Achievement Factor | | 100% or greater | 110% | | Less than 100% | 100% |

  71. (BASED ON FISCAL 2027 REVENUE BACKLOG)

    | Potential Cash Incentive Payment | = | Cash Incentive TargetX | Corporate Financial Performance Achievement FactorX | Revenue Growth Achievement Factor (if applicable)X | Long-Term Revenue Growth Goal Multiple (if applicable) |

  72. (BASED ON FISCAL 2027 REVENUE BACKLOG)

    | 81.95% | | | 74.5% | 100.0% | 110.0% | | Achieved Cash Incentive Payment | = | Cash Incentive TargetX | Corporate Financial Performance Achievement FactorX | Revenue Growth Achievement FactorX | Long-Term Revenue Growth Achievement Factor |

  73. (BASED ON FISCAL 2027 REVENUE BACKLOG)

    | NEO | Target Cash Incentive Payment ($) | Calculated Potential Maximum Cash Incentive Amount Based on Achievement of Threshold Payment Goal (Equal to 225% of Target) ($) | Actual Cash Incentive Payment ($) | | Sassine Ghazi | 1,800,000 | 4,050,000 | 1,194,831 | | Shelagh Glaser | 660,000 | 1,485,000 | 438,105 | | Janet Lee(1) | 108,769 | 244,730 | 89,136(2) | | Rick Mahoney | 675,000 | 1,518,750 | 553,163 | | John F. Runkel, Jr. | 405,000 | 911,250 | 331,898 |

  74. (BASED ON FISCAL 2027 REVENUE BACKLOG)

    Equity Awards We believe that equity awards align the interests of our NEOs with the long-term interests of our stockholders by rewarding long-term value creation and by providing retention incentives through multi-year vesting periods.

  75. FISCAL 2025 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    FISCAL 2025 EQUITY AWARDS – ANNUAL EQUITY AWARDS Our Compensation Committee granted the following annual equity awards in the first quarter of fiscal 2025 to each of our NEOs other than Ms. Lee under our Equity Incentive Plan:

  76. FISCAL 2025 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | | | | | Annual performance-based restricted stock units (Annual PRSUs), which are eligible to vest only upon the achievement of pre-established performance criteria over a three-year performance period. See table below for more information on the Fiscal 2025 PRSU Program. | Annual time-based restricted stock units (Annual RSUs), which vest in four equal annual installments to contribute to longer-term retention. Annual RSUs also promote long-term performance as their value is directly linked to increases and decreases in our stock price, further aligning NEO interests with long-term stockholders. Annual RSUs have upside potential but deliver value even during periods of market or stock price underperformance. | Annual stock options with time-based vesting, which vest over four years with 25% of the shares vesting on the one-year anniversary of the grant date, and the remaining shares vesting quarterly thereafter. Annual stock options encourage long-term performance as they are only valuable if our stock price increases over time, as the awards vest. |

  77. FISCAL 2025 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    Ms. Lee did not participate in our fiscal 2025 annual equity program, given the timing of her hire and appointment, and instead received a new hire RSU grant valued at $3,000,000 following the Closing, which is intended to serve as a long-term retention vehicle and align her interests with those of our stockholders. Further, pursuant to the Merger Agreement, Ms. Lee will also continue to vest in her outstanding legacy Ansys equity awards. Pursuant to Ms. Lee’s offer letter and as provided for in the Merger Agreement, such legacy equity awards will vest only based on time in service, and any performance conditions will no longer apply.

  78. Summary of the Fiscal 2025 PRSU Program

    Target Value. The size of the annual equity awards granted to each NEO in the first quarter of fiscal 2025 is based on an estimated target dollar value. In determining the target dollar value of each NEO’s annual equity awards, the Compensation Committee considered: •the NEO’s role and responsibilities, •historical compensation levels, •the impact of award size on our burn rate, •pay at comparable companies, which has evolved in recent years to reflect our growth, and • internal pay equity. Our equity budget for the coming year was also a critical factor, as the Compensation Committee is mindful of potential stockholder dilution and internal pay equity between our NEOs and employees in general when approving grants. The target dollar value was converted into a number of shares based on estimated conditions on the grant date, as described in “Equity Element Allocation” below. The following table sets forth the initial target value of each NEO’s equity grants as considered by the Compensation Committee, compared to the previous year's initial target value. The target dollar value for each NEO's annual equity awards differ from the actual grant date fair values reported in the “Stock Awards” column in the "Summary Compensation Table" on page 80 and the "Grants of Plan-Based Awards" table on page 82, which are computed in accordance with stock-based compensation accounting principles and reflect the accounting value on the grant date. The PRSU values in the Summary Compensation Table reflect a Monte Carlo simulation valuation model performed as of the date of grant and include a relative stock price model that may significantly change the reported value depending on changes in our stock price. In connection with her hire and appointment as General Counsel and pursuant to her offer letter, Ms. Lee received an initial equity grant with a value of $3,000,000, which reflects her role and responsibilities as well as internal pay equity, market competitiveness and historical pay considerations.

  79. Summary of the Fiscal 2025 PRSU Program

    | Initial Target Dollar Value for Annual Equity Grants of All NEOs | | | | | | NEO | Fiscal 2025 Approved Target Dollar Value ($) | Fiscal 2024 Approved Target Dollar Value ($) | Increase (Decrease) from Fiscal 2024 (%) | Primary Reasons for the Change | | Sassine Ghazi | 18,000,000 | 15,000,000 | 20.0 | Reflects Mr. Ghazi's continued growth as our CEO, market competitiveness considerations, and the desire to emphasize performance-based compensation and strengthen the retention power for Mr. Ghazi. Following this adjustment, Mr. Ghazi's target dollar value was around the median percentile for equivalent roles at our peers. | | Dr. Aart J. de Geus | 4,950,000 | 8,000,000 | (38.1) | Reflects evolution of Dr. de Geus' role and the transition of chief executive officer responsibilities to Mr. Ghazi. | | Shelagh Glaser | 6,000,000 | 6,000,000 | — | No increase. | | Janet Lee | — | — | — | Not applicable as Ms. Lee did not participate in our annual equity award program in fiscal 2025 and fiscal 2024. | | Rick Mahoney | 5,000,000 | 5,970,000 | (16.2) | Reflects alignment to compensation for equivalent roles in the market. | | John F. Runkel, Jr. | 2,300,000 | 2,300,000 | — | No increase. |

  80. Summary of the Fiscal 2025 PRSU Program

    Equity Element Allocation. After choosing the estimated target dollar value for each NEO’s annual equity awards, the Compensation Committee sought to allocate approximately 50% of the dollar value to PRSUs to ensure that a significant portion of each NEO’s annual equity awards is tied to key performance goals, with the remaining 50% of the dollar value equally divided between RSUs and stock options. To determine the target number of annual PRSUs and RSUs that were granted to the NEOs in fiscal 2025, the Compensation Committee used our closing stock price on the grant date to calculate an award worth approximately 75% of the estimated target dollar value, with approximately 50% allocated towards PRSUs and approximately 25% allocated towards RSUs. For annual stock options, the Compensation Committee used a Black-Scholes option-pricing model to estimate the fair value of a stock option share on the expected grant date. Equity Vesting. Annual stock options vest as to 25% of the shares subject to the option grant on the first anniversary of the grant date and as to 3/48ths of such shares per quarter thereafter, such that all shares subject to the option will be fully vested on December 18, 2028, subject to the NEO providing continuous services to us. Annual RSUs vest as to 25% of the shares subject to the award on each anniversary of the vesting commencement date, such that the entire award will be fully vested on December 8, 2028, subject to the NEO providing continuous services to us. The Fiscal 2025 Annual PRSUs vest over a three-year performance period from fiscal 2025 to 2027. For further detail, see footnote 12 to the “Outstanding Equity Awards at Fiscal 2025 Year-End” table on page 83. Fiscal 2025 Annual PRSU Terms. For our Fiscal 2025 Annual PRSUs, the Compensation Committee selected Synopsys’ compound annual growth rate of revenue for the fiscal 2025 to 2027 period (the 2025 - 2027 Revenue CAGR). The actual number of shares that are eligible to vest depends on the level of achievement of our 2025 - 2027 Revenue CAGR goal (the Fiscal 2025 - 2027 Revenue CAGR Goal). Achievement below 80% of our 2025 - 2027 Revenue CAGR goal will result in no PRSUs being earned. Further, rTSR below the 25th percentile will result in a modifier of 0% being applied and no PRSUs being earned. We consider our 2025 - 2027 Revenue CAGR target to be confidential, and the disclosure of such target prior to the completion of the performance period would cause us competitive harm. We intend to disclose the target after the completion of the performance period.

  81. Overview of Fiscal 2025 PRSU Performance Goals

    Overview of Fiscal 2025 PRSU Performance Goals

  82. Overview of Fiscal 2025 PRSU Performance Goals

    | Number of PRSUs Earned | = | Target Number of PRSUs GrantedX | Fiscal 2025 — 2027 Revenue CAGR MultiplierX | rTSR Rank Modifier |

  83. Overview of Fiscal 2025 PRSU Performance Goals

    Fiscal 2025 - 2027 Revenue CAGR Multiplier. The Fiscal 2025 - 2027 Revenue CAGR Multiplier will be calculated pursuant to the payout matrix set forth in the table and graph below following the completion of fiscal 2027 based on achievement against the Fiscal 2025 - 2027 Revenue CAGR Goal set forth below.

  84. PAYOUT STATUS OF PRSU AWARDS

    PAYOUT STATUS OF PRSU AWARDS The Compensation Committee previously approved the Fiscal 2024 Annual PRSUs and the Fiscal 2025 Annual PRSUs, which are annual PRSU grants to our NEOs with three-year performance periods. These PRSUs are each eligible to vest only upon the achievement of a pre-established compound annual growth rate of revenue goal and the application of an rTSR modifier, in each case over a three-year performance period. The Compensation Committee will certify any payout on the Fiscal 2024 Annual PRSUs and the Fiscal 2025 Annual PRSUs following the completion of fiscal 2026 and fiscal 2027, respectively.

  85. Status of Fiscal 2023 PRSU Awards

    Severance and Change of Control Benefits

  86. Status of Fiscal 2023 PRSU Awards

    | Name of Plan | Material Features | Rationale | | Executive Change of Control Severance Benefit Plan (Covers all NEOs except for Chief Executive Officer and Executive Chair) | •“Double trigger” provisions, comparable to benefits offered by members of our peer group. •A departing executive officer must sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. | •The Compensation Committee believes that these severance protection benefits are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change of control transaction or period of uncertainty. •“Double trigger” provisions preserve morale and productivity, encourage executive retention to maintain the stability of our business during a change of control, and protect executives in the event of job loss. •Offering benefits comparable to benefits offered by members of our peer group helps us attract talented executives and maintain a consistent management team. | | Executive Severance Benefit and Transition Plan (Covers all NEOs except for Chief Executive Officer and Executive Chair) | •Limited cash severance and equity acceleration benefits, comparable to benefits offered by members of our peer group. •A departing executive officer must sign a separation and release agreement acceptable to us and comply with certain non-compete, non-solicitation and non-disparagement provisions as a condition to receiving post-employment compensation payments or benefits. •Further, an executive officer may be required to serve as a part-time employee in a pre-defined role for up to 9 months (at a greater than 50% rate with proportionately reduced base salary) at the sole discretion and request of Synopsys to ensure a smooth transition. | •Offering benefits comparable to benefits offered by members of our peer group helps us attract talented executives and maintain a consistent management team. | | Chief Executive Officer Employment Agreement (Sassine Ghazi) | •Limited cash severance benefits outside of a change of control and double trigger provisions in the event of a change of control, comparable to benefits offered by members of our peer group. •Departing chief executive officer must sign a separation and release agreement as a condition to receiving post-employment compensation payments or benefits. | •Offering benefits comparable to benefits offered by members of our peer group helps us attract talented executives and maintain a consistent management team. | | Executive Chair Agreement (Dr. Aart J. de Geus) | •No severance benefits outside of a change of control and double trigger provisions in the event of a change of control. •Departing executive chair must sign a separation and release agreement as a condition to receiving post-employment compensation payments or benefits. | •Offering benefits comparable to benefits offered by members of our peer group helps us attract talented executives and maintain a consistent management team, particularly for our chief executive officer. |

  87. Status of Fiscal 2023 PRSU Awards

    | Name of Plan | Material Features | Rationale | | Offer Letter (Janet Lee) | •Legacy Ansys awards that converted into Synopsys awards will accelerate upon a qualifying termination that occurs within 36 months following the Closing. | •Was previously entitled to these benefits under Ansys’ severance plan. •Supports our objective of attracting and retaining strong executive talent. | | Equity Plan | •If Synopsys is acquired and the surviving company does not assume, replace, or otherwise continue our outstanding equity awards, our Equity Incentive Plan provides that all equity awards held by employees will fully vest. | •We provide this benefit to all employees who hold equity awards under our Equity Incentive Plan to promote the stability and focused service of our workforce during a potentially uncertain time, particularly for our executive chair. |

  88. Key Fiscal 2026 NEO Compensation Decisions

    Key Fiscal 2026 NEO Compensation Decisions Our Compensation Committee evaluated the design of our incentive compensation programs during the fiscal 2026 compensation planning cycle. As part of the integration and alignment of compensation policies across Synopsys and Ansys, the Compensation Committee approved a shift of RSU vesting schedules for all employees from four years to three years, with semi-annual vesting. The Compensation Committee determined that this change was appropriate to harmonize equity compensation practices across the combined organization and to enhance retention during the integration period. In addition, in connection with this evaluation, the Compensation Committee determined that Synopsys would discontinue the use of stock options, as it believes RSUs better align the interests of our executives with our stockholders while managing stockholder dilution and providing greater transparency and predictability to executives in the value of their compensation. The Compensation Committee also determined to grant a portion of each NEO's equity awards in the form of PRSUs that are earned solely based on a relative TSR metric, and to shift relative TSR from a plan modifier to a core performance metric. These changes were made to reinforce the long-term alignment of our executive compensation program with stockholder value creation relative to our peers. The Compensation Committee also increased the performance-based component of Mr. Ghazi's annual equity package from 50% to 60%, consistent with compensation best practices and to ensure greater alignment with our long-term strategic objectives. Mr. Ghazi will receive an annual equity package comprised of 40% RSUs and 60% PRSUs, with two-thirds of his PRSUs tied to a revenue growth rate metric and one-third of his PRSUs tied to a relative TSR metric. Our other NEOs will receive an annual equity package mix comprised of 50% RSUs and 50% PRSUs, with three-fifths of PRSUs tied to a revenue growth rate metric and two-fifths of PRSUs tied to a relative TSR metric.

  89. Our Compensation Decision-Making Process

    | ROLE OF COMPENSATION COMMITTEE CONSULTANT | •Our Compensation Committee directly retained the services of Aon as its independent compensation consultant for fiscal 2025. •The Compensation Committee conducts an annual assessment of its consultant’s performance and re-appoints its consultant each year. •The Compensation Committee assessed the independence of Aon pursuant to the Nasdaq Listing Standards and applicable federal securities laws and concluded that Aon is independent and that no conflict of interest exists that would prevent Aon from serving as an independent consultant to the Compensation Committee. | | In fiscal 2025, the Compensation Committee services provided by Aon included: •Assisting in the selection of our peer group companies; •Providing and analyzing compensation market data; •Helping the Compensation Committee interpret compensation market data; •Assisting in the review of recent governance trends for potential policy updates; •Advising on the reasonableness of our NEO compensation levels and programs; •Advising on the design of our incentive compensation programs; •Assisting in the review of non-employee director compensation, including providing director compensation market data; •Assisting in the review of the NEO compensation disclosure in this Proxy Statement; •Advising on acquisition-related matters; •Conducting a detailed review of our cash and equity compensation plans to provide an independent view of the risks associated with our compensation programs, including those for our NEOs; and •Attending each Compensation Committee meeting, including meeting with the Compensation Committee in private sessions. In addition to the approximately $346,000 in fees we paid Aon for services provided to our Compensation Committee, we also paid approximately $144,000 in fees to Aon during fiscal 2025 for access by our Human Resources department to Aon’s general employee compensation benchmarking data, access to immigration prevailing wage reports, and benefits-related work in certain foreign jurisdictions. The decision to engage Aon for these services was made by management and approved by the Compensation Committee. | |

  90. Our Compensation Decision-Making Process

    Peer Group Comparisons Our Compensation Committee reviews compensation data from a specific group of companies that are similar in scale and organizational complexity in considering the compensation of our NEOs. In mid-fiscal 2024, the Compensation Committee selected peer group companies for fiscal 2025 with an emphasis on companies that (1) were business or labor market competitors in the semiconductor and software industries; (2) generated annual revenues between approximately 0.5 and 2.5 times Synopsys’ revenue (approximately $3.2 billion to $15.8 billion as of mid-fiscal 2024); and (3) had a market capitalization between approximately 0.5 and 3.0 times Synopsys’ market capitalization (approximately $42.3 billion to $254.0 billion as of mid-fiscal 2024). Our peer group for fiscal 2025 was as follows:

  91. Our Compensation Decision-Making Process

    | Fiscal 2025 Peer Group | | | Adobe Inc. | Keysight Technologies Inc. | | Akamai Technologies, Inc. | KLA Corporation | | Analog Devices, Inc. | Marvell Technology Group Ltd. | | Autodesk, Inc. | Microchip Technology Inc. | | Cadence Design Systems, Inc. | NetApp, Inc. | | CrowdStrike Holdings, Inc. | Open Text Corporation | | Electronic Arts Inc. | Palo Alto Networks Inc. | | Fortinet, Inc. | ServiceNow, Inc. | | Intuit Inc. | Workday Inc. |

  92. Our Compensation Decision-Making Process

    Adobe Inc. was added to our fiscal 2025 peer group because they meet the financial criteria set forth above. Splunk Inc. was removed from our fiscal 2025 peer group because they were acquired in March 2024. The Compensation Committee uses peer group comparisons to measure the competitiveness of our compensation practices. Pay at comparable companies is just one of the factors in the Compensation Committee’s pay decisions. The Compensation Committee also accounts for individual performance, an NEO’s level of experience and responsibilities, internal pay equity, Synopsys' compensation budget, historical compensation levels, and other factors that are deemed to be important based on the Compensation Committee’s reasonable judgment. Executive Share Ownership Guidelines We maintain share ownership guidelines, which provide that individuals employed in specified positions should own certain levels of stock to align their interests with those of our stockholders, and to promote accountability and mitigate excessive risk taking in long-term decision making. Under our current share ownership guidelines, each of our continuing NEOs should hold the value of shares set forth below; provided, however, that if the value of any NEO’s shares drops below the applicable Minimum Value set forth below, such NEO will be required to hold the number of shares equal to the Minimum Value. NEOs are expected to achieve such a stock ownership level within four years after the date of their qualification as a cover person.

  93. Our Compensation Decision-Making Process

    The guidelines do not require any NEO to exercise stock options or to purchase shares of our common stock on the open market solely to meet these guidelines. However, when stock options are exercised, when restricted stock or restricted stock units vest or when shares are purchased under the Purchase Plan, the guidelines recommend that the NEO retain a number of shares of common stock equal to the lesser of 25% of the net value of shares of common stock acquired or vested (after deducting the exercise price, if any, and taxes at an assumed tax rate), or a number of shares necessary to reach such person’s applicable stock ownership guideline amount. Shares subject to stock awards do not count towards the required ownership level. As of the Record Date, each of our continuing NEOs was compliant with our share ownership guidelines.

  94. Our Compensation Decision-Making Process

    | Policy | Considerations | Material Features | | Anti-Hedging Policy | •Hedging insulates executives from stock price movement and reduces alignment with stockholders. | •Pursuant to our Insider Trading Policy, all employees, including our NEOs, and our directors are prohibited from engaging in the following types of hedging transactions involving our common stock: (1) selling short any Synopsys stock or other Synopsys securities and (2) buying or selling puts or calls or other derivatives of Synopsys securities, or otherwise entering into any hedging arrangements involving Synopsys securities. | | Anti-Pledging Policy | •Pledging raises potential risks to stockholder value, particularly if the pledge is significant. | •Our Insider Trading Policy prohibits our employees, including our NEOs, and our directors from holding our common stock in a margin account or pledging it as collateral for a loan. | | Equity Grant Timing Policy | •Equity award grants should not be timed to take advantage of the release of material nonpublic information. | •Annual grants of equity awards to members of Synopsys’ Corporate Staff and Section 16 officers, and direct reports of the CEO with a designation at or above Vice President (or equivalent level), are approved by the Compensation Committee at a pre-scheduled meeting in the first quarter of the fiscal year, and the effective grant date of such awards will be the meeting date unless the meeting date falls within a closed trading window, in which case the Compensation Committee will approve an effective grant date outside of the closed trading window. •Grants made by the CEO to employees other than such persons are made during certain open trading windows. •See “Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information” for more information. | | Equity Burn Rate Policy | •Dilution to our existing stockholders should be closely managed. | •The Compensation Committee approves an annual gross equity budget at the beginning of the year to achieve a gross burn rate that approximates the average burn rate for peer group companies and the software and services industry more generally, and also considers policies published by our stockholders, other institutional investors and independent shareholder advisory groups. | | Compensation Recovery Policy | •We must be able to recoup incentive compensation from executive officers in the event of a restatement of our financial statements. | •As required under the Nasdaq Listing Standards and SEC rules, we must “claw back” incentive compensation paid to our executive officers in the event of a restatement of our financial statements that are filed with the SEC if less compensation would have been earned by the executive officer based on the restated financial results. |

  95. COMPENSATION AND ORGANIZATIONAL DEVELOPMENT COMMITTEE

    | Risk Assessment Factor | Risk Mitigation Approach | | Revenue model and cash incentive plan | Encourage our employees to focus on creating a stable, predictable stream of revenue over multiple years, rather than focusing on current year revenue at the expense of succeeding years. | | Allocation of compensation | Effectively balances short-term performance and long-term performance. | | Cash and equity incentive awards | Focus on both near-term and long-term goals and, in the case of equity incentive awards, provide for compensation over a multi-year period, to encourage our employees to remain focused on our performance beyond the immediate fiscal year. | | Performance goals for our cash and equity incentive awards | Use a variety of performance metrics, which diversifies the risk associated with any one metric or aspect of performance. | | Cash and equity incentive awards | Contain a range of performance levels and payouts to discourage employees from taking risky actions to meet a single target with an all-or-nothing result of compensation or no compensation. | | Executive Incentive Plan | Caps cash incentive payments at a maximum award size and also includes a threshold for funding affordability. In addition, the Compensation Committee retains discretion to adjust our employees’ incentive payments under the plan. | | Cash incentive payments and equity awards for Executive Officers | Subject to a compensation recovery policy to recover incentive compensation paid to executive officers in the event of a financial restatement. | | Share Ownership Guidelines | Provides that individuals employed in specified positions should own certain levels of stock to align their interests with those of our stockholders, and to promote accountability and mitigate excessive risk taking in long-term decision making. |

  96. Summary Compensation Table

    Summary Compensation Table The following table shows compensation awarded to, paid to, or earned by each of our NEOs for each of the last three fiscal years. Our NEOs for fiscal 2025 consisted of: Mr. Ghazi, our President and Chief Executive Officer; Dr. de Geus, our Executive Chair; Ms. Glaser, our Chief Financial Officer; Ms. Lee, our General Counsel and Corporate Secretary; Mr. Mahoney, our former Chief Revenue Officer; and Mr. Runkel, our former General Counsel and Corporate Secretary.

  97. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2)(3)(4) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($)(7) | | Sassine Ghazi President and Chief Executive Officer | 2025 | 883,846 | — | 13,019,678 | 4,500,108 | 1,194,831 | 7,500 | 19,605,963 | | | 2024 | 802,788 | — | 20,158,862 | 3,750,111 | 2,688,000 | 4,500 | 27,404,261 | | | 2023 | 593,750 | — | 5,655,169 | 1,875,072 | 1,938,000 | 6,000 | 10,067,991 | | Dr. Aart J. de Geus Executive Chair of the Board of Directors | 2025 | 359,615 | — | 3,580,688 | 1,237,580 | — | 7,058 | 5,184,942 | | | 2024 | 725,000 | — | 6,234,466 | 2,000,133 | — | 3,760 | 8,963,359 | | | 2023 | 678,750 | — | 7,540,580 | 2,500,096 | 1,958,000 | 3,650 | 12,681,076 | | Shelagh Glaser Chief Financial Officer | 2025 | 600,000 | — | 4,339,893 | 1,500,036 | 438,105 | 9,500 | 6,887,534 | | | 2024 | 600,000 | — | 4,676,575 | 1,500,008 | 900,000 | 5,050 | 7,681,633 | | | 2023 | 544,615 | — | 13,327,205 | 3,625,061 | 794,000 | 1,154,500 | 19,445,381 | | Janet Lee General Counsel and Corporate Secretary | 2025 | 119,501 | — | 3,000,109 | — | 89,136 | 438 | 3,209,183 | | Rick Mahoney Former Chief Revenue Officer | 2025 | 450,000 | — | 3,617,216 | 1,250,086 | 553,163 | 7,677 | 5,878,143 | | | 2024 | 450,000 | — | 4,652,428 | 1,492,511 | 1,080,000 | 3,000 | 7,677,939 | | | 2023 | 450,000 | — | 3,393,101 | 1,125,020 | 980,000 | 3,219 | 5,951,340 | | John F. Runkel, Jr. Former General Counsel and Corporate Secretary | 2025 | 450,000 | — | 1,663,965 | 575,104 | 331,898 | 8,115 | 3,029,082 | | | 2024 | 450,000 | — | 1,793,554 | 575,098 | 504,000 | 5,500 | 3,328,152 | | | 2023 | 443,750 | — | 1,734,678 | 575,013 | 468,000 | 4,650 | 3,226,091 |

  98. Summary Compensation Table

    (1)The amounts shown for stock awards and option awards represent the aggregate grant date fair value of such awards granted to our NEOs in fiscal 2025, fiscal 2024, and fiscal 2023 as computed in accordance with ASC Topic 718, Compensation—Stock Compensation. See below for more information on, and assumptions used for, the grant date fair value of the fiscal 2023 performance-based stock unit awards (the 2023 Annual PRSUs), the fiscal 2024 performance-based stock unit awards (the 2024 Annual PRSUs) and the fiscal 2025 performance-based stock unit awards (the 2025 Annual PRSUs). For each time-based restricted stock unit award, the grant date fair value is calculated using the closing price of our common stock on the grant date. For each option award, the grant date fair value is calculated using the Black-Scholes option-pricing model. These amounts do not represent the actual value that may be realized by the NEO upon vesting, exercise or settlement of such awards. For information on the assumptions used to calculate the value of the awards, refer to Note 15 to the consolidated financial statements contained in our 2025 Annual Report on Form 10-K. (2)Amounts in fiscal 2023 include the 2023 Annual PRSUs, which are generally based on Synopsys’ compound annual growth rate of revenue for the fiscal 2023 to 2025 period (the 2023 - 2025 Revenue CAGR) and on our stock price ranking as measured against the S&P 500 Information Technology Sector Index over a three-year period. The actual number of shares that were eligible to vest depended on: (a) the level of achievement of our 2023 - 2025 Revenue CAGR goal (the Fiscal 2023 - 2025 Revenue CAGR Goal) and (b) Synopsys’ relative TSR ranking as measured against the S&P 500 Information Technology Sector Index following the completion of fiscal 2025. Assumptions made in the valuation of these awards are described in Note 13 to our financial statements included in our 2023 Annual Report on Form 10-K filed with the SEC on December 12, 2023. For the 2023 Annual PRSUs, consistent with ASC Topic 718, the full grant date fair value was determined using a Monte Carlo simulation performed as of the date of grant by an independent third party and therefore is not subject to probable or maximum outcome assumptions. See “Compensation Discussion and Analysis” section under the subsection titled “Equity Awards - Payout Status of PRSU Awards” beginning on page 70 for the achievement against these two performance goals and the number of 2023 Annual PRSUs that were earned and vested by the NEOs. (3)Amounts in fiscal 2024 include the 2024 Annual PRSUs, which are generally based on Synopsys’ compound annual growth rate of revenue for the fiscal 2024 to 2026 period (the 2024 - 2026 Revenue CAGR) and on our stock price ranking as measured against the S&P 500 Information Technology Sector Index over a three-year period. The actual number of shares that are eligible to vest depends on: (a) the level of achievement of our 2024 - 2026 Revenue CAGR goal (the Fiscal 2024 - 2026 Revenue CAGR Goal) and (b) Synopsys’ relative TSR ranking as measured against the S&P 500 Information Technology Sector Index following the completion of fiscal 2026. See “Compensation Discussion and Analysis” section under the subsection titled “Equity Awards - Payout Status of PRSU Awards” beginning on page 70. Assumptions made in the valuation of these awards are described in Note 16 to our financial statements included in our 2024 Annual Report on Form 10-K filed with the SEC on December 19, 2024. For the 2024 Annual PRSUs, consistent with ASC Topic 718, the full grant date fair value was determined using a Monte Carlo simulation performed as of the date of grant by an independent third party and therefore is not subject to probable or maximum outcome assumptions. (4)Except for Ms. Lee, amounts in fiscal 2025 include the 2025 Annual PRSUs, which are generally based on Synopsys’ compound annual growth rate of revenue for the fiscal 2025 to 2027 period (the 2025 - 2027 Revenue CAGR) and on our stock price ranking as measured against the S&P 500 Information Technology Sector Index over a three-year period. The actual number of shares that are eligible to vest depends on: (a) the level of achievement of our 2025 - 2027 Revenue CAGR goal (the Fiscal 2025 - 2027 Revenue CAGR Goal) and (b) Synopsys’ relative TSR ranking as measured against the S&P 500 Information Technology Sector Index following the completion of fiscal 2026 (the rTSR Goal). See “Compensation Discussion and Analysis” section under the subsection titled “Equity Awards - Fiscal 2025 Equity

  99. Summary Compensation Table

    | 80 | |

  100. Summary Compensation Table

    Awards - Annual Equity Awards” beginning on page 67. Assumptions made in the valuation of these awards are described in Note 15 to our financial statements included in our 2025 Annual Report on Form 10-K. For the 2025 Annual PRSUs, consistent with ASC Topic 718, the full grant date fair value was determined using a Monte Carlo simulation performed as of the date of grant by an independent third party and therefore is not subject to probable or maximum outcome assumptions. (5)Amounts consist of cash-based incentive compensation earned for the achievement of performance objectives approved by our Compensation Committee for fiscal 2025, fiscal 2024 and fiscal 2023, as applicable, under our Executive Incentive Plan (EIP). (6)Amounts for fiscal 2025 include the following:

  101. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($)(A) | HSA Matching Contributions ($)(B) | Service Award ($) | Total ($) | | Sassine Ghazi | 7,500 | — | — | 7,500 | | Dr. Aart J. de Geus | 7,058 | — | — | 7,058 | | Shelagh Glaser | 7,500 | 2,000 | — | 9,500 | | Janet Lee | — | 438 | — | 438 | | Rick Mahoney | 7,500 | — | 177 | 7,677 | | John F. Runkel, Jr. | 6,115 | 2,000 | — | 8,115 |

  102. Summary Compensation Table

    (A)Amounts include matching contributions made by Synopsys under our tax-qualified 401(k) plan, which provides for broad-based U.S. employee participation. (B)Amounts include matching contributions made by Synopsys to each NEO’s health savings account at the same rate as for our other employees who enroll in this health plan. (7)Amounts exclude non-qualified deferred compensation earnings because we do not regard the returns from the investment alternatives selected by the executive for such earnings to be above-market or preferential as they are consistent with the types of investment opportunities generally provided to our employees under our tax-qualified 401(k) plan and Synopsys does not supplement or guarantee the returns on amounts deferred.

  103. Summary Compensation Table

    | 2026 Proxy Statement | 81 |

  104. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards in fiscal 2025 to our NEOs, including cash awards and equity awards. The equity awards granted to our NEOs in fiscal 2025 were granted under our Equity Incentive Plan.

  105. Grants of Plan-Based Awards

    | Name | | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | Grant Type | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Sassine Ghazi | Cash Incentive | N/A | 1,260,000 | 1,800,000 | 4,050,000 | — | — | — | — | — | — | — | | | PRSUs | 01/14/2025 | — | — | — | 6,883(3) | 18,354(3) | 34,414(3) | — | — | — | 8,519,376 | | | Options | 12/18/2024 | — | — | — | — | — | — | — | 26,628(4) | 494.43(5) | 4,500,108 | | | RSUs | 12/18/2024 | — | — | — | — | — | — | 9,102(6) | — | — | 4,500,302 | | Dr. Aart J. de Geus | Cash Incentive | N/A | — | — | — | — | — | — | — | — | — | — | | | PRSUs | 01/14/2025 | — | — | — | 1,893(3) | 5,048(3) | 9,465(3) | — | — | — | 2,343,130 | | | Options | 12/18/2024 | — | — | — | — | — | — | — | 7,323(4) | 494.43(5) | 1,237,580 | | | RSUs | 12/18/2024 | — | — | — | — | — | — | 2,503(6) | — | — | 1,237,558 | | Shelagh Glaser | Cash Incentive | N/A | 462,000 | 660,000 | 1,485,000 | — | — | — | — | — | — | — | | | PRSUs | 01/14/2025 | — | — | — | 2,295(3) | 6,118(3) | 11,472(3) | — | — | — | 2,839,792 | | | Options | 12/18/2024 | — | — | — | — | — | — | — | 8,8764) | 494.43(5) | 1,500,036 | | | RSUs | 12/18/2024 | — | — | — | — | — | — | 3,034(6) | — | — | 1,500,101 | | Janet Lee | Cash Incentive | N/A | 76,138 | 108,769 | 244,730 | — | — | — | — | — | — | — | | | PRSUs | N/A | — | — | — | — | — | — | — | — | — | — | | | Options | N/A | — | — | — | — | — | — | — | — | — | — | | | RSUs | 09/11/2025 | — | — | — | — | — | — | 6,848(7) | — | — | 3,000,109 | | Rick Mahoney | Cash Incentive | N/A | 472,500 | 675,000 | 1,518,750 | — | — | — | — | — | — | — | | | PRSUs | 01/14/2025 | — | — | — | 1,913(3) | 5,099(3) | 9,561(3) | — | — | — | 2,366,803 | | | Options | 12/18/2024 | — | — | — | — | — | — | — | 7,397(4) | 494.43(5) | 1,250,086 | | | RSUs | 12/18/2024 | — | — | — | — | — | — | 2,529(6) | — | — | 1,250,413 | | John F. Runkel, Jr. | Cash Incentive | N/A | 283,500 | 405,000 | 911,250 | — | — | — | — | — | — | — | | | PRSUs | 01/14/2025 | — | — | — | 880(3) | 2,346(3) | 4,399(3) | — | — | — | 1,088,943 | | | Options | 12/18/2024 | — | — | — | — | — | — | — | 3,403(4) | 494.43(5) | 575,104 | | | RSUs | 12/18/2024 | — | — | — | — | — | — | 1,163(6) | — | — | 575,022 |

  106. Grants of Plan-Based Awards

    (1)Represents possible cash award payouts for fiscal 2025 under the EIP. Cash awards paid to NEOs under the EIP are dependent on the achievement of certain performance targets, as well as the level of achievement. The amounts listed under the “Threshold” column represent the cash awards payable to NEOs under the EIP at a 90% average achievement of the Corporate Financial Goals described in the “Compensation Discussion and Analysis” section beginning on page 61 under the subsection titled “Short-Term Cash Incentives” assuming the threshold payment goal was achieved. Under the pre-determined payout formula provided by the EIP, if the average achievement of the Corporate Financial Goals is below 90%, no cash awards are paid. Further, no payment will be made if the threshold payment goal is not achieved. The amounts listed under the “Target” column represent the cash awards payable in fiscal 2025 at a 100% average achievement of the Corporate Financial Goals. The amounts listed under the “Maximum” column represent the maximum cash awards payable, which for each NEO equals 225% of the NEO’s target variable cash incentive compensation. Actual cash awards paid to the NEOs for fiscal 2025 are reported in the “Summary Compensation Table” on page 80 under the “Non-Equity Incentive Plan Compensation” column. (2)Represents the fair value of the stock and option awards on the grant date, as computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual value that may be realized by the NEO upon vesting, exercise or settlement of such awards. For information on the assumptions used to calculate the fair value of the stock and option awards, refer to Note 15 to the consolidated financial statements contained in our 2025 Annual Report on Form 10-K. (3)The amounts listed under the “Threshold” column for the 2025 Annual PRSUs represent the PRSUs eligible to vest if only the threshold of each of the Fiscal 2025 - 2027 CAGR Goal and the rTSR Goal (together, the 2025 PRSU Goals) are achieved. The amounts listed under the “Target” column for the 2025 Annual PRSUs represent the PRSUs eligible to vest if only the target of each of the 2025 PRSU Goals is achieved. The “Maximum” columns for the 2025 Annual PRSUs represent the PRSUs eligible to vest if the maximum of each of the 2025 PRSU Goals is achieved. If the minimum threshold of each of the 2025 PRSU Goals are met, all of the 2025 Annual PRSUs will vest on the date the Compensation Committee certifies the level of achievement of the 2025 PRSU Goals, subject to the NEO providing continuous services to us through such date. If either of the minimum threshold achievements for the 2025 PRSU Goals are not met, no portion of the 2025 Annual PRSUs will be eligible to vest. See “Compensation Discussion and Analysis” section beginning on page 67 under the subsection titled “Equity Awards” for the material terms of the 2025 Annual PRSUs, including the minimum threshold requirements for each of the PRSU Goals. (4)The option vests with respect to 25% of the shares on the first anniversary of the grant date, and with respect to 3/48ths of the shares quarterly thereafter, such that the entire award will be vested on December 18, 2028, subject to the NEO providing continuous services to us. (5)Represents the closing price of our common stock as reported on the Nasdaq Global Select Market on December 18, 2024, the grant date of these awards. (6)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2025, subject to the NEO providing continuous services to us. (7)This restricted stock unit award vests in three equal annual installments beginning on September 11, 2026, subject to Ms. Lee providing continuous services to us.

  107. Grants of Plan-Based Awards

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  108. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table summarizes the number of securities underlying outstanding equity awards for our NEOs as of October 31, 2025, the last day of fiscal 2025:

  109. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Sassine Ghazi | 12/09/2021 | 14,326 | 955(2) | 354.48 | 12/09/2028 | — | — | — | — | | | 12/09/2021 | — | — | — | — | 1,058(3) | 480,142 | — | — | | | 02/17/2023 | 9,936 | 5,961(4) | 354.45 | 02/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 2,644(5) | 1,199,900 | — | — | | | 02/17/2023 | — | — | — | — | —(6) | — | — | — | | | 12/12/2023 | 8,972 | 11,536(7) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 4,960(8) | 2,250,947 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 10,251(9) | 4,652,109 | | | 12/18/2024 | — | 26,628(10) | 494.43 | 12/18/2031 | — | — | — | — | | | 12/18/2024 | — | — | — | — | 9,102(11) | 4,130,670 | — | — | | | 01/14/2025 | — | — | — | — | — | — | 6,883(12) | 3,123,643 | | Dr. Aart J. de Geus | 12/12/2019 | 74,641 | — | 135.88 | 12/12/2026 | — | — | — | — | | | 12/10/2020 | 28,987 | — | 234.17 | 12/10/2027 | — | — | — | — | | | 12/09/2021 | 16,713 | 1,115(2) | 354.48 | 12/09/2028 | — | — | — | — | | | 12/09/2021 | — | — | — | — | 1,234(3) | 560,014 | — | — | | | 02/17/2023 | 13,247 | 7,949(4) | 354.45 | 02/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 3,526(5) | 1,600,169 | — | — | | | 02/17/2023 | — | — | — | — | —(6) | — | — | — | | | 12/12/2023 | 4,785 | 6,153(7) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 2,645(8) | 1,200,354 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 2,646(9) | 1,200,808 | | | 12/18/2024 | — | 7,323(10) | 494.43 | 12/18/2031 | — | — | — | — | | | 12/18/2024 | — | — | — | — | 2,503(11) | 1,135,911 | — | — | | | 01/14/2025 | — | — | — | — | — | — | 1,893(12) | 859,081 | | Shelagh Glaser | 12/02/2022 | 6,531 | 6,530(13) | 348.17 | 12/02/2029 | — | — | — | — | | | 12/02/2022 | — | — | — | — | 7,180(14) | 3,258,428 | — | — | | | 02/17/2023 | 2,832 | 3,577(4) | 354.45 | 02/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 1,586(5) | 719,759 | — | — | | | 02/17/2023 | — | — | — | — | —(6) | — | — | — | | | 12/12/2023 | 3,589 | 4,614(7) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 1,984(8) | 900,379 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 1,985(9) | 900,833 | | | 12/18/2024 | — | 8,876(10) | 494.43 | 12/18/2031 | — | — | — | — | | | 12/18/2024 | — | — | — | — | 3,034(11) | 1,376,890 | — | — | | | 01/14/2025 | — | — | — | — | — | — | 2,295(12) | 1,041,517 |

  110. Outstanding Equity Awards at Fiscal 2025 Year-End

    | 2026 Proxy Statement | 83 |

  111. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Janet Lee | 07/17/2025 | — | — | — | — | 4,683(15) | 2,125,239 | — | — | | | 07/17/2025 | — | — | — | — | 585(16) | 265,485 | — | — | | | 07/17/2025 | — | — | — | — | 4,194(17) | 1,903,321 | — | — | | | 07/17/2025 | — | — | — | — | 8,705(18) | 3,950,503 | — | — | | | 07/17/2025 | — | — | — | — | 702(19) | 318,582 | — | — | | | 09/11/2025 | — | — | — | — | 6,848(20) | 3,107,759 | — | — | | Rick Mahoney | 05/31/2022 | 1,474 | 4,424(21) | 319.20 | 05/31/2029 | — | — | — | — | | | 05/31/2022 | — | — | — | — | 7,832(22) | 3,554,318 | — | — | | | 02/17/2023 | 596 | 3,577(4) | 354.45 | 02/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 1,586(5) | 719,759 | — | — | | | 02/17/2023 | — | — | — | — | —(6) | — | — | — | | | 12/12/2023 | 3,571 | 4,591(7) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 1,974(8) | 895,841 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 1,974(9) | 895,841 | | | 12/18/2024 | — | 7,397(10) | 494.43 | 12/18/2031 | — | — | — | — | | | 12/18/2024 | — | — | — | — | 2,529(11) | 1,147,711 | — | — | | | 01/14/2025 | — | — | — | — | — | — | 1,913(12) | 868,158 | | John F. Runkel, Jr. | 12/10/2020 | 1,139 | — | 234.17 | 12/10/2027 | — | — | — | — | | | 12/09/2021 | 1,830 | 367(2) | 354.48 | 12/09/2028 | — | — | — | — | | | 12/09/2021 | — | — | — | — | 405(3) | 183,797 | — | — | | | 02/17/2023 | 1,524 | 1,828(4) | 354.45 | 02/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 811(5) | 368,048 | — | — | | | 02/17/2023 | — | — | — | — | —(6) | — | — | — | | | 12/12/2023 | 1,376 | 1,769(7) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 761(8) | 345,357 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 761(9) | 345,357 | | | 12/18/2024 | — | 3,403(10) | 494.43 | 12/18/2031 | — | — | — | — | | | 12/18/2024 | — | — | — | — | 1,163(11) | 527,793 | — | — | | | 01/14/2025 | — | — | — | — | — | — | 880(12) | 399,362 |

  112. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1)The market value of stock awards was determined by multiplying the number of unvested or unearned shares by the closing price of our common stock of $453.82 on October 31, 2025, the last trading day of fiscal 2025, as reported on the Nasdaq Global Select Market. (2)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on December 9, 2025, subject to the NEO providing continuous services to us. (3)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2022, subject to the NEO providing continuous services to us. (4)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on February 17, 2027, subject to the NEO providing continuous services to us. (5)This restricted stock unit award vests in four equal annual installments beginning on March 15, 2024, subject to the NEO providing continuous services to us. (6)In December 2025, the Compensation Committee determined these performance goals were not achieved and no shares vested. In accordance with SEC guidance, these awards are being shown based on actual performance. These restricted stock unit awards would have vested in full after a three-year period upon certification of achievement against two pre-established performance goals: first, the achievement of the fiscal 2023 - 2025 compound annual growth rate revenue target and, second, our stock price ranking as measured against the S&P 500 Information Technology Sector Index over fiscal 2023 - 2025. Upon achievement of these performance goals, all of the 2023 Annual PRSUs would have vested on the date the Compensation Committee certified the level of achievement, subject to the NEO providing continuous services to us. See “Compensation Discussion and Analysis” section, under the subsection titled “Equity Awards - Payout Status of PRSU Awards” on page 70. (7)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on December 12, 2027, subject to the NEO providing continuous services to us. (8)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2024, subject to the NEO providing continuous services to us.

  113. Outstanding Equity Awards at Fiscal 2025 Year-End

    | 84 | |

  114. Outstanding Equity Awards at Fiscal 2025 Year-End

    (9)These restricted stock unit awards vest in full after a three-year period upon certification of achievement against two pre-established performance goals: first, the achievement of the fiscal 2024 - 2026 compound annual growth rate revenue target and, second, our stock price ranking as measured against the S&P 500 Information Technology Sector Index over fiscal 2024 - 2026. Upon achievement of these performance goals, all of the 2024 Annual PRSUs will vest on the date the Compensation Committee certifies the level of achievement, subject to the NEO providing continuous services to us. As of October 31, 2025, the aggregate achievement of the performance metrics was trending below the threshold payout level and, as a result, the number of shares and the payout value are reported assuming payout at the threshold payout level pursuant to SEC rules. The actual number of shares that are eligible to vest depends on our level of achievement against these performance goals. See “Compensation Discussion and Analysis” section, under the subsection titled “Equity Awards - Payout Status of PRSU Awards” beginning on page 70. (10)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on December 18, 2028, subject to the NEO providing continuous services to us. (11)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2025, subject to the NEO providing continuous services to us. (12)These restricted stock unit awards vest in full after a three-year period upon certification of achievement against two pre-established performance goals: first, the achievement of the fiscal 2025 - 2027 compound annual growth rate revenue target and, second, our stock price ranking as measured against the S&P 500 Information Technology Sector Index over fiscal 2025 - 2027. Upon achievement of these performance goals, all of the 2025 Annual PRSUs will vest on the date the Compensation Committee certifies the level of achievement, subject to the NEO providing continuous services to us. As of October 31, 2025, the aggregate achievement of the performance metrics was trending below the threshold payout level and, as a result, the number of shares and the payout value are reported assuming payout at the threshold payout level pursuant to SEC rules. The actual number of shares that are eligible to vest depends on our level of achievement against these performance goals. See “Compensation Discussion and Analysis” section, under the subsection titled “Equity Awards - Fiscal 2025 Equity Awards - Annual Equity Awards" on page 67. (13)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on December 2, 2026, subject to Ms. Glaser providing continuous services to us. (14)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2023, subject to Ms. Glaser providing continuous services to us. (15)This restricted stock unit award was granted by Ansys and assumed by Synopsys pursuant to the terms of the Ansys acquisition. This award became fully vested on December 31, 2025. (16)This restricted stock unit award was granted by Ansys and assumed by Synopsys pursuant to the terms of the Ansys acquisition. This award vests in two equal quarterly installments such that the entire award will be fully vested on March 3, 2026, subject to Ms. Lee providing continuous services to us. (17)This restricted stock unit award was granted by Ansys and assumed by Synopsys pursuant to the terms of the Ansys acquisition. This award vests in six equal quarterly installments such that the entire award will be fully vested on March 1, 2027, subject to Ms. Lee providing continuous services to us. (18)This restricted stock unit award was granted by Ansys and assumed by Synopsys pursuant to the terms of the Ansys acquisition. This award vests with respect to 33.33% of the shares on February 16, 2026 and thereafter in eight equal quarterly installments, such that the entire award will be fully vested on February 16, 2028, subject to Ms. Lee providing continuous services to us. (19)This restricted stock unit award was granted by Ansys and assumed by Synopsys pursuant to the terms of the Ansys acquisition. This award became fully vested on December 31, 2025. (20)This restricted stock unit award vests in three equal annual installments beginning on September 11, 2026, subject to Ms. Lee providing continuous services to us. (21)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on May 31, 2026, subject to Mr. Mahoney providing continuous services to us. (22)This restricted stock unit award vests in four equal annual installments beginning on June 15, 2023, subject to Mr. Mahoney providing continuous services to us.

  115. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table provides information with respect to all stock options exercised and the value realized upon exercise, and all stock awards vested and the value realized upon vesting, by our NEOs during fiscal 2025.

  116. Option Exercises and Stock Vested in Fiscal 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Sassine Ghazi | 34,098 | 14,109,843 | 17,817 | 9,122,379 | | Dr. Aart J. de Geus | 15,705 | 5,569,971 | 20,892 | 10,681,682 | | Shelagh Glaser | 10,965 | 1,941,984 | 11,778 | 6,036,110 | | Janet Lee | — | — | 993 | 595,955 | | Rick Mahoney | 18,636 | 3,147,895 | 16,627 | 8,243,495 | | John F. Runkel, Jr. | — | — | 6,576 | 3,372,787 |

  117. Option Exercises and Stock Vested in Fiscal 2025

    (1)The value realized on exercise for stock options equals the difference between the sales price per share of our common stock at the time of exercise and the exercise price per share of such stock options, multiplied by the number of shares of our common stock acquired upon exercise. (2)Such number of shares represents the gross number of shares acquired by the NEO on the vesting date. Synopsys withholds shares for tax purposes and the NEO receives a smaller number of shares. (3)The value realized on vesting for stock awards equals the closing price per share of our common stock, as reported on the Nasdaq Global Select Market on the vesting date, multiplied by the gross number of shares acquired on vesting as described above in note 2.

  118. Option Exercises and Stock Vested in Fiscal 2025

    | 2026 Proxy Statement | 85 |

  119. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We maintain a non-qualified deferred compensation program for a select group of management and highly compensated employees so that an eligible employee may elect, on a prospective basis, to defer the receipt of a portion of the compensation they receive from us. The program is administered under the Synopsys Amended and Restated Deferred Compensation Plan II (Deferred Compensation Plan II). The amount of earnings (or losses) that accrue to a participant’s account under the Deferred Compensation Plan II depends on the performance of investment alternatives selected by the participant. The investment alternatives under the plan consist of various investment funds that are generally consistent with the investment opportunities provided to our employees under our 401(k) plan, which are selected and monitored by our Deferred Compensation Plans Committee. Therefore, we do not regard the returns from these investment alternatives as above-market or preferential. We do not supplement or guarantee the returns on amounts deferred under the plan. We have entered into a trust agreement, with a third-party provider acting as trustee, to hold certain funds in connection with the program. All funds held in the trust are subject to the claims of our creditors. The Deferred Compensation Plan II was originally adopted in 2005 in order to comply with Section 409A of the Internal Revenue Code, and currently allows the deferral by eligible employees of up to 50% of salary and 100% of cash incentive compensation. All account balances maintained under the Deferred Compensation Plan II are currently fully vested. However, we may, at our discretion, make contributions in the future toward participant balances, and those contributions may be made subject to vesting. To date, no such contributions have been made. Amounts may be withdrawn or distributed from the Deferred Compensation Plan II through pre-scheduled payments or upon death, retirement, disability, separation from service or a change in control of Synopsys, as elected in advance by the plan participant in accordance with the terms of the plan. Payments may be made in the form of a lump sum payment or installments. The following table provides certain information regarding our NEOs’ participation under the Deferred Compensation Plan II:

  120. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Fiscal 2025 ($)(1) | Synopsys, Inc. Contributions in Fiscal 2025 ($) | Aggregate Earnings in Fiscal 2025 ($)(2) | Aggregate Withdrawals/ Distributions in Fiscal 2025 ($) | Aggregate Balance at End of Fiscal 2025 ($) | | Sassine Ghazi | 333,812(3) | — | 1,070,521 | — | 6,997,905(4) | | Dr. Aart J. de Geus | — | — | — | — | — | | Shelagh Glaser | 191,431(5) | — | 58,476 | — | 442,381(6) | | Janet Lee | — | — | — | — | — | | Rick Mahoney | — | — | — | — | — | | John F. Runkel, Jr. | 324,098(7) | — | 1,148,836 | — | 7,566,480(8) |

  121. Non-Qualified Deferred Compensation

    (1)All contributions in fiscal 2025 were made under the Deferred Compensation Plan II. (2)Earnings from these investments are not reported as compensation in the Summary Compensation Table on page 80. (3)Includes $238,966 of cash incentive compensation reported as compensation to Mr. Ghazi in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column for services performed in fiscal 2025 though paid in fiscal 2026. (4)Includes $1,907,969 that was previously reported as compensation to Mr. Ghazi in the Summary Compensation Table for fiscal years prior to fiscal 2025. The entire aggregate balance at the end of fiscal 2025 was subject to the Deferred Compensation Plan II. (5)Includes $131,432 of cash incentive compensation reported as compensation to Ms. Glaser in the Summary Compensation Table under the "Non-Equity Incentive Plan Compensation" column for services performed in fiscal 2025 though paid in fiscal 2026. (6)Includes $320,769 that was previously reported as compensation to Ms. Glaser in the Summary Compensation Table for fiscal years prior to fiscal 2025. The entire aggregate balance at the end of fiscal 2025 was subject to the Deferred Compensation Plan II. (7)Includes $324,098 of cash incentive compensation reported as compensation to Mr. Runkel in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column for services performed in fiscal 2025 though paid in fiscal 2026. (8)Includes $5,151,862 that was previously reported as compensation to Mr. Runkel in the Summary Compensation Table for fiscal years prior to fiscal 2025. The entire aggregate balance at the end of fiscal 2025 was subject to the Deferred Compensation Plan II.

  122. Non-Qualified Deferred Compensation

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  123. Potential Payments Upon Termination of Employment or Change of Control

    Potential Payments Upon Termination of Employment or Change of Control Set forth below is a description of potential payments to our NEOs upon a termination of employment or a change of control. For additional information regarding the arrangements for such payments, please also refer to the "Executive Officer Transitions" and “Severance and Change of Control Benefits” discussions in the “Compensation Discussion and Analysis” section beginning on pages 53 and 72, respectively. Potential Payments upon Involuntary Termination of Employment in Connection with a Change of Control Pursuant to their respective employment agreements entered into in December 2023 and effective January 1, 2024 (the 2024 Employment Agreements), in the event of an involuntary termination of their respective employment by Synopsys or their respective resignation for good reason, in each case, 90 days before or within 24 months following a change of control of Synopsys, (1) Mr. Ghazi is entitled to receive: (a) a lump-sum cash payment equal to two times his salary for the fiscal year of termination or the immediately preceding fiscal year, whichever is greater; (b) a lump-sum cash payment equal to two times his target cash incentive payment for the fiscal year of termination or, if there is no target cash incentive payment in effect for the fiscal year of termination, the highest target cash incentive payment in the preceding three fiscal years; (c) a pro-rated annual bonus for the fiscal year in which the termination occurred; (d) the estimated cash value of his health care premiums for 18 months, payable in a lump sum; and (e) full acceleration of all his outstanding equity awards (with any such awards subject to performance conditions vesting at target levels) and (2) Dr. de Geus is entitled to receive: (a) a lump-sum cash payment equal to two times his salary for the fiscal year of termination or the immediately preceding fiscal year, whichever is greater; (b) a lump-sum cash payment equal to two times his most recent target cash incentive opportunity; (c) the estimated cash value of his health care premiums for 18 months, payable in a lump sum; and (d) full acceleration of all his outstanding and unvested equity awards (with any such awards subject to performance conditions vesting at target levels). Mr. Ghazi and Dr. de Geus, as applicable, must sign a release to receive such benefits. Pursuant to their employment agreements, no such benefits are payable if their employment terminations are voluntary (without good reason), for cause or on account of death or disability. Additionally, Mr. Ghazi’s and Dr. de Geus’ right to severance pay or benefits under their respective 2024 Employment Agreements terminates either: (1) if Synopsys establishes that they should have been terminated for cause; or (2) if, at any time prior to or during the 12 month period following their termination, they, without the prior approval of the Compensation Committee, materially breach the restrictive covenants set forth in their respective 2024 Employment Agreements or willfully breach a material provision of their respective proprietary information, invention assignment and arbitration agreements with Synopsys. Mses. Glaser and Lee participate, and Messrs. Mahoney and Runkel participated, in the Executive Change of Control Severance Benefit Plan, which provides for benefits if the executive’s employment with us is terminated without cause within 30 days before or 12 months after a change of control or if there is a constructive termination of the executive’s employment within 12 months after a change of control. The benefits consist of: (1) a cash severance payment equal to one times salary, payable in four equal quarterly payments; (2) one to two times the executive’s target cash incentive payment, depending upon the timing of the termination within our fiscal year, payable in four equal quarterly payments; (3) a lump-sum cash payment equal to the estimated cost of health care premiums for 12 months; and (4) full acceleration of all unvested equity awards held by the executive at the time of termination (with any such awards subject to performance conditions vesting at target levels). An executive must sign a severance agreement and a release and, upon the written request of Synopsys or the surviving corporation in the change of control, enter into an 18-month non-competition agreement to receive such benefits. The plan does not provide any benefits if the executive’s employment termination is on account of death or disability, for cause or is a voluntary termination without good reason. The table below outlines the potential payments and benefits payable to each NEO in the event of the NEO’s involuntary termination (including a resignation for good reason or a constructive termination, as applicable) in connection with a change in control of Synopsys, as if the involuntary termination in connection with a change of control had occurred as of October 31, 2025, the last day of fiscal 2025. The payments set forth below are payable to: (1) Dr. de Geus and Mr. Ghazi pursuant to their respective 2024 Employment Agreements; and (2) Mses. Glaser and Lee and Messrs. Mahoney and Runkel, in their capacity as executive officers, pursuant to the Executive Change of Control Severance Benefit Plan.

  124. Potential Payments Upon Termination of Employment or Change of Control

    | 2026 Proxy Statement | 87 |

  125. Potential Payments Upon Termination of Employment or Change of Control

    | Name | Salary-Based Severance ($) | Cash-Based Incentive Award ($) | Health and Welfare Benefit ($) | Intrinsic Value of Unvested RSU Awards ($)(1) | Intrinsic Value of Unvested Option Awards ($)(1) | | Sassine Ghazi | 1,800,000 | 5,400,000(2) | 44,049 | 33,597,202 | 687,214 | | Dr. Aart J. de Geus | 1,450,000 | — | 15,117 | 16,390,617 | 900,656 | | Shelagh Glaser | 600,000 | 1,320,000(3) | 29,168 | 14,313,937 | 1,045,341 | | Janet Lee | 410,000 | 738,000(3) | 27,665 | 11,670,889 | — | | Rick Mahoney(4) | 450,000 | 1,350,000(3) | 21,454 | 13,901,414 | 951,005 | | John F. Runkel, Jr.(4) | 450,000 | 810,000(3) | 29,168 | 4,883,103 | 218,106 |

  126. Potential Payments Upon Termination of Employment or Change of Control

    (1)Amounts represent the intrinsic value of accelerated restricted stock units and stock options based upon $453.82, the closing price per share of our common stock on October 31, 2025, the last trading day of fiscal 2025, as reported on the Nasdaq Global Select Market. The amounts in the column "Intrinsic Value of Unvested RSU Awards" assume the vesting of the remaining 2023 Annual PRSUs scheduled to vest on December 16, 2025. See footnote 6 to the table "Outstanding Equity Awards at Fiscal 2025 Year-End" on page 83 for more information. (2)Amount includes (i) two times Mr. Ghazi's target cash incentive payment for fiscal 2025 and (ii) a pro-rated annual bonus for fiscal 2025. For purposes of determining the amount in (ii) payable to Mr. Ghazi in the event of a termination in connection with a change of control as of October 31, 2025, he would be entitled to receive his entire annual bonus, given that he would have worked the entirety of fiscal 2025 as of such date. (3)The last day of our fiscal 2025 was Friday, October 31, 2025. The Executive Change of Control Severance Benefit Plan provides for participants to receive their target cash incentive payment plus a prorated portion of such payment based on the number of days the participant has served during the fiscal year by the time the termination occurs. Accordingly, for purposes of determining the amount of the cash-based incentive awards payable to Messrs. Mahoney and Runkel and Mses. Glaser and Lee in the event of their terminations in connection with a change of control as of October 31, 2025, each would be entitled to two times their target cash incentive payment, given that each would have worked the entirety of fiscal 2025 as of such date. (4)Messrs. Mahoney and Runkel became ineligible for such benefits when their service as executive officers terminated. Potential Payments upon a Change of Control Pursuant to our equity plans, all of our employees receive full acceleration of the vesting of any unvested stock options or stock awards in the event that such equity awards are not assumed, continued or substituted by the surviving or acquiring company following a change of control of Synopsys. The table below outlines the potential payments and benefits payable to each NEO in the event of a change in control of Synopsys in which equity awards are not assumed, continued or substituted, as if the change of control had occurred as of October 31, 2025, the last day of fiscal 2025. Vesting acceleration of equity awards if such equity awards are not assumed, continued or substituted is the only benefit provided to our NEOs in the event of a change of control in which the executive is not involuntarily terminated or does not resign for good reason or on account of constructive termination, as applicable.

  127. Potential Payments Upon Termination of Employment or Change of Control

    | Name | Intrinsic Value of Unvested Stock Awards ($)(1) | Intrinsic Value of Unvested Option Awards ($)(1) | | Sassine Ghazi | 33,597,202 | 687,214 | | Dr. Aart J. de Geus | 16,390,617 | 900,656 | | Shelagh Glaser | 14,313,937 | 1,045,341 | | Janet Lee | 11,670,889 | — | | Rick Mahoney | 13,901,414 | 951,005 | | John F. Runkel, Jr. | 4,883,103 | 218,106 |

  128. Potential Payments Upon Termination of Employment or Change of Control

    (1)Amounts represent the intrinsic value of accelerated restricted stock units and stock options based upon $453.82, the closing price per share of our common stock on October 31, 2025, the last trading day of fiscal 2025, as reported on the Nasdaq Global Select Market. The amounts in the column "Intrinsic Value of Unvested Stock Awards" assumes the vesting of the remaining 2023 Annual PRSUs scheduled to vest on December 16, 2025. See footnote 6 to the table "Outstanding Equity Awards at Fiscal 2025 Year-End" on page 83 for more information. Potential Payments upon Involuntary Termination of Employment In the event of an involuntary termination of his employment by Synopsys or a resignation for good reason that is not within 90 days before or within 24 months following a change of control of Synopsys, pursuant to his 2024 Employment Agreement, Mr. Ghazi is entitled to receive: (1) a lump-sum cash payment equal to 1.5 times his salary for the fiscal year of termination or the immediately preceding fiscal year, whichever is greater; (2) a lump-sum cash payment based on actual results achieved or, if lower, equal to Mr. Ghazi’s target annual bonus opportunity for such fiscal year and payable at the same as annual bonuses are paid to Synopsys’ active employees; (3) the estimated cash value of his health care premiums for 18 months, payable in a lump sum; and (4) full acceleration of all unvested equity awards to the extent such awards would have vested had Mr. Ghazi’s employment continued for an additional 12 months with Synopsys. Please see “Potential Payments upon Involuntary Termination of Employment in Connection with a Change of Control” for information regarding the conditions that must be satisfied by Mr. Ghazi in order for him to receive severance in this scenario.

  129. Potential Payments Upon Termination of Employment or Change of Control

    | 88 | |

  130. Potential Payments Upon Termination of Employment or Change of Control

    Mses. Glaser and Lee participate, and Messrs. Mahoney and Runkel participated, in the Executive Severance Benefit and Transition Plan (the Severance Plan), which provides for severance benefits to designated key employees outside of a change of control and provides that in the event a participant is terminated without cause or resigns for good reason, such participant shall be entitled to (1) a cash severance payment equal to (i) one times his or her base salary and (ii) the cost of 12 months of COBRA premiums, and (2) six months of vesting acceleration of his or her equity awards that remain subject only to time-based vesting conditions. In addition, for qualifying terminations occurring in our third or fourth fiscal quarter, such participant shall remain eligible to earn an annual cash incentive award under the EIP based on actual results achieved or if lower, target, which will be pro-rated based on the number of months the participant served as a full-time employee during the applicable performance period. Such severance benefits are subject to certain conditions, including the provision of up to 9 months of part-time employment (at a greater than 50% rate with proportionately reduced base salary) at the sole discretion and request of Synopsys, compliance with certain non-compete, non-solicitation and non-disparagement provisions, and the execution of a release of claims against Synopsys. As detailed in the "Executive Officer Transitions" section above, the departure of Messrs. Mahoney and Runkel qualified as Involuntary Terminations Without Cause under the Severance Plan, entitling them to the benefits described in the preceding paragraph upon each of their departures from Synopsys following the end of fiscal year 2025. The table below outlines the potential payments and benefits payable to each NEO as if such NEO was terminated by Synopsys on October 31, 2025, the last day of fiscal 2025. The payments set forth below are payable to: (1) Mr. Ghazi pursuant to his 2024 Employment Agreement; and (2) Mses. Glaser and Lee and Messrs. Mahoney and Runkel, in their capacity as executive officers, pursuant to the Severance Plan. Pursuant to his 2024 Employment Agreement, Dr. de Geus is not entitled to receive severance on account of terminations of employment occurring more than 90 days before, or more than 24 months following, a change of control of Synopsys.

  131. Potential Payments Upon Termination of Employment or Change of Control

    | Name | Salary-Based Severance ($) | Cash-Based Incentive Award ($)(1) | Health and Welfare Benefit ($) | Intrinsic Value of Unvested RSU Awards ($)(2) | Intrinsic Value of Unvested Option Awards ($)(2) | | Sassine Ghazi | 1,350,000 | 1,800,000 | 44,049 | 2,863,604 | 489,766 | | Dr. Aart J. de Geus | — | — | — | — | — | | Shelagh Glaser | 600,000 | 660,000 | 29,168 | 2,633,971 | 394,407 | | Janet Lee | 410,000 | 369,000 | 27,665 | 4,647,571 | — | | Rick Mahoney | 450,000 | 675,000 | 21,454 | 945,761 | 515,443 | | John F. Runkel, Jr. | 450,000 | 405,000 | 29,168 | 615,380 | 96,974 |

  132. Potential Payments Upon Termination of Employment or Change of Control

    (1)Amounts represent the cash-based incentive award that would be received under the EIP assuming (i) the average achievement of our Corporate Financial Goals is equal to 100.0% and (ii) 12 months served as a full-time employee during the applicable period. (2)Amounts represent the intrinsic value of accelerated restricted stock units and stock options based upon $453.82, the closing price per share of our common stock on October 31, 2025, the last trading day of fiscal 2025, as reported on the Nasdaq Global Select Market.

  133. Potential Payments Upon Termination of Employment or Change of Control

    | 2026 Proxy Statement | 89 |

  134. Potential Payments Upon Termination of Employment or Change of Control

    Pay Ratio Disclosure In accordance with SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees (other than our Chief Executive Officer) to the annual total compensation of our Chief Executive Officer. This disclosure should be considered within the context of our structure and operations. Although our headquarters are located in California, we have employees in approximately 30 countries. As of the end of fiscal 2025, approximately 80% of our employees were based outside of the U.S. Our Compensation Committee has designed our executive compensation program to provide competitive and internally equitable compensation and benefits opportunities for all employees. Our general employee compensation program is designed separately from the executive officer compensation program to be competitive based on an employee’s position and geographic location.

  135. CEO Pay Ratio

    CEO Pay Ratio For fiscal 2025: •The annual total compensation of our median employee in fiscal 2025 was $93,538, which amount was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. •The annual total compensation of Mr. Ghazi was $19,605,963, which amount represents the total compensation reported for our Chief Executive Officer under the “Summary Compensation Table” for fiscal 2025. Based on the above, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee for fiscal 2025 is estimated to be 210 to 1.

  136. Assumptions and Methodology

    | Year | Summary Compensation Table Total for Sassine Ghazi¹ ($) | Compensation Actually Paid to Sassine Ghazi¹˒²˒³ ($) | Summary Compensation Table Total for Dr. Aart J. de Geus¹ ($) | Compensation Actually Paid to Dr. Aart J. de Geus¹˒²˒³ ($) | Summary Compensation Table Total for Dr. Chi-Foon Chan¹ ($) | Compensation Actually Paid to Dr. Chi-Foon Chan¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs¹ ($) | Average Compensation Actually Paid to Non-PEO NEOs¹˒²˒³ ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income5 ($ Millions) | Revenue5,6 ($ Millions) | | | | | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | | | | (a) | | | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 19,605,963 | (15,589,671) | — | — | — | — | 4,837,777 | (6,058,698) | 212.2 | 318.9 | 1,333 | 7,054 | | 2024 | 27,404,261 | 30,466,869 | 8,963,359 | 15,455,755 | — | — | 6,229,241 | 9,084,048 | 240.16 | 231.83 | 2,236 | 6,127 | | 2023 | — | — | 12,681,076 | 34,149,432 | — | — | 7,755,213 | 16,756,632 | 213.69 | 150.63 | 1,218 | 5,318 | | 2022 | — | — | 10,058,495 | 10,852,624 | 359,853 | (23,874,312) | 4,531,826 | 4,697,917 | 138.33 | 118.75 | 978 | 4,616 | | 2021 | — | — | 9,974,985 | 34,724,593 | 9,976,485 | 34,726,093 | 5,752,339 | 17,052,055 | 155.79 | 146.93 | 756 | 4,204 |

  137. Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Performance Measures

    Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Performance Measures The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, Synopsys' cumulative TSR, and our Peer Group TSR, in each case, over the five most recently completed fiscal years. In June 2022, Dr. Chi-Foon Chan departed from his role as co-Chief Executive Officer, at which point his unvested awards terminated, resulting in negative ‘compensation actually paid’ for those forfeited awards.

  138. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS COMPANY TSR AND S&P 500 INFORMATION TECHNOLOGY TSR

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS COMPANY TSR AND S&P 500 INFORMATION TECHNOLOGY TSR

  139. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS COMPANY TSR AND S&P 500 INFORMATION TECHNOLOGY TSR

    | | Sassine Ghazi Compensation Actually Paid | | Dr. Aart J. de Geus Compensation Actually Paid | | | Dr. Chi-Foon Chan Compensation Actually Paid | | Average Non-PEO NEO Compensation Actually Paid | | | Synopsys, Inc. TSR | | S&P 500 Information Technology Index TSR |

  140. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS COMPANY TSR AND S&P 500 INFORMATION TECHNOLOGY TSR

    The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, our Net Income and our Revenue, in each case, during the five most recently completed fiscal years. In June 2022, Dr. Chi-Foon Chan departed from his role as co-Chief Executive Officer, at which point his unvested awards terminated, resulting in negative ‘compensation actually paid’ for those forfeited awards.

  141. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND REVENUE

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND REVENUE

  142. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND REVENUE

    | | Sassine Ghazi Compensation Actually Paid | | Dr. Aart J. de Geus Compensation Actually Paid | | | Dr. Chi-Foon Chan Compensation Actually Paid | | Average Non-PEO NEO Compensation Actually Paid | | | Synopsys, Inc. Net Income | | Synopsys, Inc. Revenue |

  143. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND REVENUE

    | 2026 Proxy Statement | 93 |

  144. How is a director nominee elected to the Board of Directors?

    How is a director nominee elected to the Board of Directors? Provided that there is a quorum at the Annual Meeting, a director nominee will be elected if the votes “For” the nominee exceed 50% of the number of votes cast on the issue of that nominee’s election (including votes “For” and votes “Against” with respect to that nominee’s election, but excluding any abstentions or broker non-votes). All director nominees recommended by the Board have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. Our Board does not anticipate that any of our director nominees will be unable to serve as a director. However, if any nominee is unable to serve or for good cause will not serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. You may either vote “For,” “Against,” or “Abstain” for any nominee you specify. Unless marked otherwise, proxies returned to us will be voted “For” each of the nominees named below. Broker non-votes and abstentions will have no effect on the vote for the election of directors (Proposal 1). Therefore, if you hold your shares through a bank, a broker or other holder of record, you must instruct your bank, broker or other holder of record to vote such that your vote can be counted for Proposal 1. Proposal 1 is an uncontested election. In addition to the voting requirements described above and further outlined in our Bylaws, our Bylaws and Corporate Governance Guidelines provide that our Board will only nominate for election or re-election candidates who tender, prior to such nomination, an irrevocable resignation that will be effective only upon (1) the failure to receive the required majority vote at a meeting at which they stand for election and (2) our Board's acceptance of such resignation in the Board’s exclusive discretion. Synopsys will publicly disclose the decision reached by our Board and the reasons for such decision.