SNPS: Material agreement · Leadership change · Company disclosure

Item 1.01. Entry into a Material Definitive Agreement. On May 26, 2026, Synopsys, Inc. (“ Synopsys ”) entered into a Cooperation Agreement (the “ Agreement ”) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, “ Elliott ”). Pursuant to the Agreement, the Board of Directors of Synopsys (the “ Board ”) agreed to increase the size of the Board by one, appoint Jesse Cohn to the Board, effective as of June 1, 2026 (the “ Effective Date ”), with an initial term expiring at Synopsys’ 2027 annual meeting of stockholders (the “ 2027 Annual Meeting ”). The Board also agreed to appoint Mr. Cohn to the Corporate Governance and Nominating Committee of the Board and include Mr. Cohn in Synopsys’ slate of nominees for election at the 2027 Annual Meeting. In connection with his appointment to the Board, the Board determined that Mr. Cohn qualified as an independent director under the listing rules of The Nasdaq Stock Market and the rules and regulations of the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Agreement further provides that in the event that Mr. Cohn is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason prior to the expiration of the Cooperation Period (as defined below), Synopsys and Elliott will cooperate in good faith to mutually select a substitute director to serve as a director of Synopsys for the remainder of Mr. Cohn’s term (the “ Replacement Director ”), provided that at such time Elliott beneficially owns a “net-long position” of, or has aggregate net-long economic exposure to, at least 1.5% of Synopsys’ then-outstanding common stock. The Agreement also includes certain voting commitm