Synopsys

of our Optical Solutions Group and the Ansys PowerArtist RTL business and their potential impact on our ability to realize the benefits of the Ansys Merger; our key customers, customer concentration, customer demand and market expansion; product development and our planned product releases and capabilities; the expected realization of our contracted but unsatisfied or partially unsatisfied performance obligations (backlog); planned stock repurchases; our expected tax rate; and the impact and result of pending legal, regulatory, administrative and tax proceedings.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

We also exclude this item because such expenses are non-cash in nature and we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our core operational performance and liquidity, and ability to invest in research and development and fund future acquisitions and capital expenditures.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

These expenses include, among other things, compensation expenses, professional fees and other direct expenses, concurrent restructuring activities and divestiture activities, including employee severance and other exit costs, bridge financing costs, costs related to integration activities, debt forgiveness, changes to the fair value of contingent consideration related to the acquired company, and amortization of the fair value difference of below-market value assets arising from arrangements entered into or acquired in conjunction with an acquisition.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

Senior Notes, Bridge Commitment Letter, Term Loan and Revolving Credit Facilities of the Notes to Consolidated Financial Statements in our Annual Report for additional information.

SEC original ↗Synopsys — 10-Q Quarterly report10-QAug 26, 2026

We funded the Cash Consideration in the Ansys Merger through a combination of cash on hand, the net proceeds from the issuance of the Senior Notes, and the borrowings under the Term Loan Agreement, each as defined and discussed in Note 11.

SEC original ↗Synopsys — 10-Q Quarterly report10-QAug 26, 2026

Senior Notes, Bridge Commitment Letter, Term Loan and Revolving Credit Facilities of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q (this Quarterly Report).

SEC original ↗Synopsys — 10-Q Quarterly report10-QAug 26, 2026

7 Forward-Looking Statements This press release and the investor conference call contain forward-looking statements, including, but not limited to, statements concerning our short-term and long-term financial targets, expectations and objectives; our businesses, business segments, strategies, initiatives and opportunities, including, among other things, our plan to reallocate resources in our Design IP segment to higher growth opportunities; harness AI efficiencies, and undertake actions that will impact our workforce; industry growth and technological trends; our market outlook; the macroeconomic environment and global economic conditions; the impact of current and future U.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

of our Optical Solutions Group and the Ansys PowerArtist RTL business and their potential impact on our ability to realize the benefits of the Ansys Merger; our key customers, customer concentration, customer demand and market expansion; product development and our planned product releases and capabilities; the expected realization of our contracted but unsatisfied or partially unsatisfied performance obligations (backlog); planned stock repurchases; our expected tax rate; and the impact and result of pending legal, regulatory, administrative and tax proceedings.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

Accordingly, Synopsys presents non-GAAP financial measures in reporting its financial results to provide investors with an additional tool to evaluate Synopsys operating results in a manner that focuses on what Synopsys believes to be its core business operations and what Synopsys uses to evaluate its business operations and for internal budgeting and resource allocation purposes.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

We initiate restructuring activities to align our costs to our operating plans and business strategies based on then-current economic conditions, and such activities have a specific and defined term.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

(v) Gains (losses) on the sale of strategic investments.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

While I m proud of how our team navigated external challenges in the quarter, our IP business underperformed expectations.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

These targets also assume no further changes to export control restrictions or the current U.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

and foreign trade regulations, government actions and regulatory changes, such as export control restrictions and tariffs, including the anticipated impact of China export control restrictions; the Ansys Merger and its expected impact; planned dispositions and their expected impact, including the pending sales to Keysight Technologies, Inc.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

These statements involve risks, uncertainties and other factors that could cause our actual results, time frames or achievements to differ materially from those expressed or implied in such forward-looking statements.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

Such risks, uncertainties and factors include, but are not limited to: macroeconomic conditions and geopolitical uncertainty in the global economy; uncertainty in the growth of the semiconductor and electronics industries; the highly competitive industry we operate in; actions by the U.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025

or foreign governments, such as the imposition of additional export restrictions or tariffs; consolidation among our customers and our dependence on a relatively small number of large customers; risks and compliance obligations relating to the global nature of our operations; failure to realize the benefits expected from the Ansys Merger or unexpected difficulties or expenditures arising therefrom; and more.

SEC original ↗Synopsys — Earnings release (8-K exhibit)EX-99Sep 9, 2025