Synopsys Starts $1 Billion Accelerated Buyback With JPMorgan, Gets 1.735 Million Shares Up Front
The final share count depends on trading prices through the repurchase period, with any remainder due by January 5, 2027.
Synopsys entered an accelerated share repurchase agreement with JPMorgan Chase Bank, National Association, to buy back $1 billion of its common stock, according to an 8-K filed Monday. The company will receive about 1,735,000 shares immediately.
What the 8-K and press release say
The 8-K, filed under Item 8.01 (other events), attaches a press release dated Monday. It says Synopsys will receive an aggregate initial delivery of approximately 1,735,000 shares.
Any remainder is to be settled on or before January 5, 2027, once the repurchases are complete.
The total number of shares Synopsys ends up buying is not fixed today. It will rest on the average of the company's daily volume-weighted average share prices during the repurchase period, less a discount.
The filing was accepted at 9:21 a.m. ET. In Monday trading, as of 9:31 a.m. ET, SNPS was at $495.41, up 1.12% from the prior close of $489.90 (market data).
What it changes
An accelerated repurchase pays the bank up front and delivers part of the shares at once. The rest is settled later, so the final tally floats with the stock's price over the period. The release says the shares delivered at the end may be zero ("if any").
The company's forward-looking statements list the risks to settlement. They include the market price of Synopsys stock during the period and JPMorgan's ability to buy or borrow Synopsys shares. They also cover global and regional economic and market conditions.
The release does not say how the $1 billion will be funded, and it gives no figure for the discount.
Context and what to watch
The buyback follows two announcements on September 30. Synopsys said it had a multi-year agreement with Amazon valued at more than $1 billion, covering silicon IP and AI-powered engineering software for Amazon's custom chips. Amazon and Synopsys have worked together for more than 15 years.
The same day, Synopsys signed a separate multi-year deal with OpenAI to develop GPT-Synopsys, a specialized AI model for chip design.
The next dated event is settlement of any remaining shares, due on or before January 5, 2027.
On or before January 5, 2027, the final count of shares repurchased under the $1 billion agreement gets fixed.
Sources
- 8-K Filing — SYNOPSYS INC (SNPS) — SEC EDGAR
- Exhibit d830308dex991.htm — SYNOPSYS INC 8-K exhibit — SEC EDGAR
- Synopsys and Amazon Announce Strategic, Multi-year IP Agreement for Custom Silicon; Collaboration Also Extends to Cloud and AI-Powered Engineering — prnewswire.com
- OpenAI and Synopsys Announce GPT-Synopsys: Frontier Intelligence to Revolutionize Chip Design — prnewswire.com
