Item 3.02 Unregistered Sales of Equity Securities. On December 1, 2025, Synopsys, Inc. (“ Synopsys”) entered into a Securities Purchase Agreement (the “ Purchase Agreement”) with NVIDIA Corporation (“ NVIDIA”). Pursuant to the Purchase Agreement, NVIDIA purchased 4,821,717 shares of Synopsys’ common stock, par value $0.01 per share (the “ Shares”), at a price per share of $414.79, for an aggregate purchase price of $2 billion in cash. The Shares are being issued to NVIDIA in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.

Item 7.01 Regulation FD Disclosure. The joint press release issued by Synopsys and NVIDIA, dated December 1, 2025, announcing, among other things, the private placement pursuant to the Purchase Agreement is furnished as Exhibit 99.1 to this Current Report on Form8-K. The information in Item 7.01 of this Current Report on Form8-K, including Exhibit 99.1, is furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.