Synopsys Enters into $1 Billion Accelerated Share Repurchase Agreement

Event Overview

On October 5, 2026, Synopsys, Inc. filed a Form 8-K under Item 8.01 disclosing that it entered into an Accelerated Share Repurchase (ASR) agreement with JPMorgan Chase Bank, National Association to repurchase an aggregate of $1 billion of Synopsys common stock.

Key Agreement Terms

• Total Program Size: $1.0 billion aggregate commitment.
• Initial Share Delivery: Approximately 1,735,000 shares will be delivered initially to Synopsys.
• Pricing Mechanism: The ultimate number of shares repurchased will be determined by the average daily volume-weighted average price (VWAP) of Synopsys common stock over the term of the agreement, less an agreed-upon discount.
• Settlement Timeline: The remaining settlement, if any, is scheduled to conclude on or before January 5, 2027.

Strategic & Capital Allocation Context

• Share Count Reduction: The immediate delivery of approximately 1.735 million shares, followed by final settlement in early January 2027, will provide accretive benefits to earnings per share (EPS).
• Balance Sheet Strength: Entering an ASR of this scale highlights management's confidence in strong ongoing free cash flow generation and reinforces their commitment to returning capital to shareholders.