SWKS 8-K Current Reports

Skyworks Solutions 8-K Report, Financial Results (Nov 3, 2026)

Skyworks Solutions 8-K Report, Material Agreement (Oct 7, 2026)

On October 7, 2026, Skyworks Solutions, Inc. completed its previously announced exchange offers and consent solicitations for senior notes issued by Qorvo, Inc. Under the exchange offers, holders tendered and had accepted $779,384,000 aggregate principal of Qorvo's 4.375% Senior Notes due 2029 and $647,096,000 aggregate principal of Qorvo's 3.375% Senior Notes due 2031. Skyworks issued in exchange $778,096,000 of new 4.375% Senior Notes due October 15, 2029 and $646,805,000 of new 3.375% Senior Notes due April 1, 2031. The exchange offers expired at 5:00 p.m. New York City time on October 5, 2026, and are no longer open to participation. Following settlement, $70,616,000 of the 2029 Qorvo Notes and $52,904,000 of the 2031 Qorvo Notes remain outstanding. As part of the consent solicitations, Qorvo entered into supplemental indentures adopting proposed amendments to each series of its notes. Depending on the amendment, these became operative either upon the Settlement Date or immediately before the closing of a transaction in which Qorvo merged with and into a Skyworks subsidiary, which continues as the surviving wholly-owned subsidiary of Skyworks. The new Skyworks notes are senior unsecured obligations of the parent company, effectively subordinated to its secured debt to the extent of the value of collateral, and structurally subordinated to all obligations of its subsidiaries. The notes were issued under a base indenture dated August 10, 2026, with U.S. Bank Trust Company, National Association as trustee. The filing is primarily a financing-structure disclosure. It reports the completion of the debt exchange and the issuance of the new notes, and it reflects the Qorvo merger-related transactions described in the consent solicitation. The 8-K does not provide earnings or operating results.

Skyworks Solutions 8-K Report, Acquisition Completed (Oct 5, 2026)

On October 5, 2026, Skyworks Solutions, Inc. completed its previously announced merger with Qorvo, Inc. Under the Merger Agreement dated October 27, 2025, Merger Sub I merged into Qorvo, which then merged into Merger Sub II, with Merger Sub II continuing as a wholly owned subsidiary of Skyworks. Qorvo common stockholders received 0.960 shares of Skyworks common stock and $32.50 in cash per share. Skyworks issued $800 million of 5.000% Senior Notes due 2028, $600 million of 5.750% Senior Notes due 2032 and $600 million of 6.250% Senior Notes due 2036 on August 10, 2026, with net proceeds used to finance the cash consideration. The filing states that legacy Skyworks shareholders will own approximately 63% of the combined company and legacy Qorvo shareholders approximately 37%, on a fully diluted basis. The company said the combination is expected to be immediately accretive to non-GAAP EPS and to deliver annualized cost synergies of $500 million or more, expected within 24 to 36 months after close. Skyworks will provide financial guidance on its fiscal fourth-quarter earnings call on November 3. Governance changes took effect at closing: the Skyworks board expanded to eleven directors, including three Qorvo designees (Robert A. Bruggeworth, Richard L. Clemmer and Christopher R. Koopmans). Kevin L. Beebe resigned from the board, and Robert Terry departed as Senior Vice President, General Counsel and Secretary, with Jason K. Givens succeeding him. Financial statements and pro forma information required by Item 9.01 will be filed by amendment.

Skyworks Solutions 8-K Report, Corporate Update (Sep 30, 2026)

Skyworks Solutions, Inc. filed this Form 8-K on September 30, 2026 to report, under Item 8.01 (Other Events), that it issued a press release the same day announcing it has received all necessary regulatory clearances to proceed with its previously announced combination with Qorvo, Inc. The parties expect to close the Mergers on or about October 5, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions. The transaction was first announced on October 28, 2025 and is structured as a cash-and-stock deal intended to create a U.S.-based, global leader in high-performance radio frequency, analog and mixed-signal semiconductors. In connection with the transaction, Skyworks has offered to exchange any and all outstanding 4.375% Senior Notes due 2029 and 3.375% Senior Notes due 2031 issued by Qorvo for new Skyworks notes, alongside consent solicitations to amend the related Qorvo indentures. The exchange offers are conditioned on the closing of the Mergers, a condition Skyworks may not waive, and the Mergers are not conditioned on the results of the exchange offers. Skyworks expects to pay the Consent Payments concurrently with or promptly after closing. The exchange offers are currently expected to expire at 5:00 p.m. New York City time on October 2, 2026, and Skyworks anticipates issuing a separate press release to extend the expiration to a date after the closing of the Mergers. The filing is largely informational and includes standard forward-looking statement cautions and legal notices referencing the Form S-4 (File No. 333-291947), which the filing states was declared effective on December 23, 2025 (the press release separately references an effective date of May 29, 2026 for the exchange-offer prospectus). The filing does not disclose financial results, pricing, or the financial terms of the Mergers beyond the cash-and-stock structure.

Skyworks Solutions 8-K Report, Corporate Update (Sep 2, 2026)

On September 2, 2026, Skyworks Solutions, Inc. filed a Current Report on Form 8-K disclosing, under Item 8.01 (Other Events), that it extended the Expiration Date of its offers to exchange any and all of Qorvo, Inc.'s outstanding 4.375% Senior Notes due 2029 and 3.375% Senior Notes due 2031. The Expiration Date moved from 5:00 p.m. New York City time on September 1, 2026 to 5:00 p.m. New York City time on September 11, 2026, unless further extended or terminated. The exchange offers are made under Skyworks' Form S-4 declared effective on May 29, 2026, and are conditioned on the closing of the mergers under which Qorvo will merge with a Skyworks subsidiary; that condition cannot be waived by Skyworks, and the closing of the mergers is not conditioned on the exchange offer results. As of 5:00 p.m. on September 1, 2026, holders had validly tendered $767,518,000 of the $850,000,000 2029 Qorvo Notes (90.30%) and $653,022,000 of the $700,000,000 2031 Qorvo Notes (93.29%). In exchange, Skyworks would issue up to $850,000,000 of new 4.375% Senior Notes due 2029 and up to $700,000,000 of new 3.375% Senior Notes due 2031. Skyworks states it hopes the mergers will close within the calendar year and is preparing to close as early as within the fiscal year, but it cautions there can be no assurance of that timeline. Settlement is expected promptly after the Expiration Date and no earlier than the second business day after the merger closing.

Skyworks Solutions 8-K Report, Material Agreement (Aug 10, 2026)

On August 10, 2026, Skyworks Solutions, Inc. issued $800,000,000 of 5.000% Senior Notes due 2028, $600,000,000 of 5.750% Senior Notes due 2032, and $600,000,000 of 6.250% Senior Notes due 2036 under its Form S-3ASR registration statement. The Company intends to use the net proceeds, together with existing cash and cash equivalents, to finance the approximately $3.00 billion cash consideration for its proposed acquisition of Qorvo, Inc. If the Mergers are not consummated, the Company intends to use the 2032 Notes proceeds for general corporate purposes. The Notes are senior unsecured obligations, equal in right of payment with the Company's other senior unsecured debt, and effectively subordinated to secured debt to the extent of collateral value. They are not obligations of subsidiaries and are structurally subordinated to all subsidiary obligations. The Indenture with U.S. Bank Trust Company, National Association, as trustee, includes customary covenants limiting secured debt, sale and leaseback transactions, and certain consolidations or mergers, along with customary events of default. Holders may require repurchase at 101% of principal upon a change of control repurchase event. The 2028 and 2036 Notes are subject to a special mandatory redemption if the Mergers are not consummated by 11:59 p.m. Pacific Time on November 3, 2027, if the Company notifies the trustee it will not pursue the Mergers, or if the Merger Agreement is terminated without completion. The 2032 Notes are not subject to this special redemption. The Underwriting Agreement was dated August 4, 2026, with Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC as representatives.

Skyworks Solutions 8-K Report, Corporate Update (Aug 3, 2026)

Skyworks Solutions, Inc. filed this Form 8-K on August 3, 2026 under Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits) to furnish information related to its pending merger with Qorvo, Inc. under the Agreement and Plan of Merger dated October 27, 2025. Under the merger structure, Qorvo becomes a wholly owned subsidiary of Skyworks. Each Qorvo share will be converted into 0.960 shares of Skyworks common stock plus $32.50 in cash. The filing states that Skyworks expects Qorvo equityholders and Skyworks equityholders to own approximately 37% and 63%, respectively, of the combined company on a pro forma basis. The filing also notes that Qorvo and Skyworks each received a Second Request from the FTC on February 5, 2026, and that closing is subject to required regulatory approvals, including certain antitrust and foreign investment approvals. The company states it is "increasingly hopeful" the transaction will close within the calendar year, but cannot assure that timeline. The filing attaches Qorvo's unaudited condensed consolidated financial statements for the quarter ended June 27, 2026, which show revenue of $784,795 thousand, operating income of $96,770 thousand, and net income of $85,802 thousand, compared with $818,778 thousand of revenue and $25,594 thousand of net income in the prior-year quarter. It also attaches Skyworks' unaudited pro forma condensed combined financial information. That information shows pro forma combined net revenue of $5,500 million for the nine months ended July 3, 2026, an estimated total merger consideration of $8,433 million, which includes $2,867 million of cash, and estimated goodwill of $4,156 million. The pro forma figures rest on preliminary purchase price allocations and exclude anticipated synergies. For investors, the key items are the scale of the transaction, the regulatory timeline and the financing. The pro forma presentation includes an assumed $2,000 million of new debt financing for the cash portion, and the Qorvo senior notes are subject to exchange offers and consent solicitations that remain open until September 1, 2026 unless extended.

Skyworks Solutions 8-K Report, Corporate Update (Aug 3, 2026)

Skyworks Solutions, Inc. filed this Form 8-K on August 3, 2026 under Item 8.01 (Other Events) to update investors on its previously announced merger with Qorvo, Inc. under the Merger Agreement dated October 27, 2025. The transaction is structured as two integrated steps: Merger Sub I will merge into Qorvo, with Qorvo surviving as a wholly owned subsidiary, and Qorvo will then merge into Merger Sub II, which will continue as a wholly owned subsidiary of Skyworks. The filing states that the applicable HSR Act waiting period has expired and that the FTC allowed the Timing Agreement, under which Skyworks had agreed not to close before August 1, 2026, to expire on that date without further action. Transaction approvals in jurisdictions where foreign investment filings were made have been cleared. The State Administration for Market Regulation in China and the Korea Fair Trade Commission in South Korea remain the only open jurisdictions, and the parties continue to work with them constructively. Skyworks says it is hopeful the transaction will close within the calendar year and is preparing to close as early as within the fiscal year, but states there can be no assurance of that timing. The filing also notes that the registration statement on Form S-4 was declared effective on December 23, 2025, and that the joint proxy statement/prospectus was mailed to stockholders of both companies on or about that date.

Skyworks Solutions 8-K Report, Corporate Update (Jul 28, 2026)

On July 28, 2026, Skyworks Solutions, Inc. (Nasdaq: SWKS) filed a Form 8-K under Item 8.01 (Other Events) to furnish a press release announcing the expected executive leadership team for the combined company following its pending mergers with Qorvo, Inc. (Nasdaq: QRVO). The release states that the appointments take effect upon completion of the previously announced transaction. Phil Brace, Skyworks' president and chief executive officer, is expected to serve as chief executive officer of the combined company. Nine executives are expected to report to him at closing, including Philip Carter as Chief Financial Officer and Senior Vice President, and Reza Kasnavi as Executive Vice President, Chief Operations and Technology Officer. Bob Bruggeworth, Qorvo's president and chief executive officer, is expected to join the combined company's board of directors after closing. The filing contains no financial results, deal terms, or closing timeline. It incorporates by reference the Form S-4 registration statement (File No. 333-291947), which was declared effective on December 23, 2025, and the related joint proxy statement/prospectus, and it includes customary forward-looking statement cautions on the risks of completing the transaction.

Skyworks Solutions 8-K Report, Financial Results (Jul 28, 2026)

Skyworks Solutions, Inc. reported third fiscal quarter 2026 results for the three- and nine-month periods ended July 3, 2026, with revenue of $935 million (net revenue of $934.8 million), GAAP operating income of $48.5 million, and GAAP diluted EPS of $0.22. On a non-GAAP basis, operating income was $181.6 million and diluted EPS was $1.08. For the nine months, net revenue was $2,913.9 million and GAAP diluted EPS was $0.99. Management guided fourth-quarter fiscal 2026 revenue to $1,010 million to $1,060 million, with non-GAAP diluted EPS of $1.27 at the midpoint of the revenue range, and said Mobile is expected to grow sequentially in the high-teens range while Broad Markets is expected to grow approximately 5% year-over-year. The company also announced a series of capital allocation actions tied to its pending combination with Qorvo, Inc. Its board decided not to declare any quarterly cash dividends going forward, and authorized a new stock repurchase program of up to $2.0 billion through January 31, 2029, which terminated the prior $2.0 billion program approved on February 4, 2025. Management said it expects to fund repurchases with working capital and anticipates raising approximately $2 billion of acquisition debt financing. The CEO stated that the company is now optimistic it can close the Qorvo transaction within the calendar year. Financially, the balance sheet showed cash, cash equivalents, and marketable securities of $813.8 million and debt of $496.9 million as of July 3, 2026, compared with $1,388.4 million and $995.8 million as of October 3, 2025. Nine-month net cash provided by operating activities was $516.2 million, and non-GAAP free cash flow was $290.2 million. The filing notes that GAAP results include restructuring, impairment, and other charges of $19.8 million in the quarter and $42.2 million for the nine months.

Skyworks Solutions 8-K Report, Corporate Update (Jun 12, 2026)

Skyworks Solutions, Inc. (Nasdaq: SWKS) filed this Form 8-K on June 12, 2026 under Item 8.01 (Other Events) to report results of early participation in its exchange offers and consent solicitations for Qorvo, Inc.'s outstanding notes. As of the June 11, 2026 Early Participation Date and Consent Revocation Deadline, holders had validly tendered $760,095,000 (89.42%) of Qorvo's 4.375% Senior Notes due 2029 (of $850,000,000 outstanding) and $651,334,000 (93.05%) of its 3.375% Senior Notes due 2031 (of $700,000,000 outstanding). Skyworks, on behalf of Qorvo, received the requisite consents, and Qorvo entered into supplemental indentures that eliminate substantially all restrictive covenants, certain affirmative covenants and certain events of default. These amendments become operative only immediately before the closing of the Mergers, or upon settlement of the relevant exchange offer, and will cease to be operative if the Mergers are not consummated. The exchange offers offer $950.00 of new Skyworks notes per $1,000 of Qorvo notes, plus a $50.00 early participation premium for timely tenders, with consent payments of approximately $2.80 per $1,000 for the 2029 notes and $2.69 per $1,000 for the 2031 notes. The exchange offers expire at 5:00 p.m. New York City time on September 1, 2026, unless extended, and each offer is conditioned on closing of the Mergers, a condition Skyworks may not waive. The closing of the Mergers is not conditioned on the results of the exchange offers. The filing also incorporates a press release as Exhibit 99.1 and repeats forward-looking statement and merger-related disclosures, including the substantial additional indebtedness Skyworks expects to incur in connection with the Qorvo transactions.

Skyworks Solutions 8-K Report, Corporate Update (May 20, 2026)

On May 20, 2026, Skyworks Solutions, Inc. (Nasdaq: SWKS) filed an 8-K reporting that it has commenced exchange offers and consent solicitations for Qorvo, Inc.'s outstanding notes in connection with the anticipated merger of Qorvo into a Skyworks subsidiary (the "Mergers"). The Exchange Offers cover up to $850 million of Qorvo's 4.375% Senior Notes due 2029 and up to $700 million of its 3.375% Senior Notes due 2031, which would be exchanged for new Skyworks notes with the same interest rates, interest payment dates and maturity dates. Holders who tender by the June 11, 2026 Early Participation Date receive a $50.00 principal amount early participation premium, plus a consent payment of $2.50 to $5.00 in cash per $1,000 principal amount, on top of $950 principal amount of new Skyworks notes per $1,000 of Qorvo notes. The offers expire September 1, 2026, unless extended. The Consent Solicitations seek to eliminate substantially all restrictive covenants, certain affirmative covenants and certain events of default in the Qorvo indentures. The new Skyworks notes would carry investment-grade style redemption terms. The Exchange Offers and Consent Solicitations are conditioned on the Mergers closing, which Skyworks cannot waive, and on the registration statement being declared effective. Closing of the Mergers is not conditioned on the results of the Exchange Offers. The filing incorporates a press release as Exhibit 99.1 and a Form S-4 registration statement, and it flags that the transaction faces regulatory approvals and integration risks.

Skyworks Solutions 8-K Report, Corporate Update (May 20, 2026)

Skyworks Solutions, Inc. filed this Form 8-K on May 20, 2026 under Item 8.01 (Other Events) and Item 9.01 to furnish financial information related to its pending merger with Qorvo, Inc. The merger agreement, signed October 27, 2025, provides for Qorvo to become a wholly owned subsidiary of Skyworks through a two-step merger. Qorvo stockholders would receive 0.960 shares of Skyworks common stock plus $32.50 in cash per share. The filing states that Qorvo's equityholders and Skyworks' equityholders are expected to own approximately 37% and 63%, respectively, of the combined company. Both companies' stockholders approved the merger on February 11, 2026. The filing says the transaction is currently expected to close early in calendar 2027, subject to required regulatory approvals, including antitrust and foreign investment approvals. The FTC issued a Second Request on February 5, 2026. The filing attaches Qorvo's audited consolidated financial statements for fiscal 2026 (ended March 28, 2026) as Exhibit 99.1. For fiscal 2026, Qorvo reported revenue of $3,678.5 million, operating income of $411.4 million, and net income of $339.0 million, compared with revenue of $3,719.0 million and net income of $55.6 million in fiscal 2025. Exhibit 99.2 presents unaudited pro forma condensed combined financial information. It shows estimated total merger consideration of $8,597 million, including $2,860 million in cash and $5,643 million in Skyworks stock, and estimated goodwill of $4,490 million. Pro forma combined revenue for the six months ended April 3, 2026 is $3,780 million, and pro forma combined net income is $148 million for that period and a $54 million net loss for the twelve months ended October 3, 2025. For investors, the key points are the scale of the consideration, the large expected goodwill and intangible asset recognition, and the new debt assumed to fund the cash portion. The pro forma figures are preliminary and illustrative and do not reflect expected synergies or integration costs. The termination fees are $298.7 million in general and $100.0 million in certain antitrust or foreign investment circumstances.

Skyworks Solutions 8-K Report, Executive Changes (May 19, 2026)

Skyworks Solutions, Inc. filed this Form 8-K to report the results of its annual meeting of stockholders held on May 13, 2026. Stockholders approved the 2026 Long-Term Incentive Plan (the "2026 LTIP"), which the Board had adopted subject to stockholder approval. The full plan is filed as Exhibit 99.1, and its description appears on pages 80 to 92 of the Definitive Proxy Statement filed April 3, 2026. The 2026 LTIP received 87,120,961 votes for, 21,664,734 votes against, 148,783 abstentions, and 12,941,125 broker non-votes. All nine director nominees were elected to serve until the next annual meeting: Alan S. Batey, Kevin L. Beebe, Philip G. Brace, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke. Stockholders also ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026, with 112,917,728 votes for and 8,706,974 against. Several proposals failed. Stockholders did not approve, on an advisory basis, the compensation of the named executive officers (54,203,161 for and 54,542,944 against). They also did not approve four proposed Charter amendments that would have eliminated supermajority vote provisions, and did not approve a stockholder proposal regarding a greenhouse gas emission reduction efforts report.

Skyworks Solutions 8-K Report, Financial Results (May 5, 2026)

Skyworks Solutions, Inc. reported second fiscal quarter 2026 results for the three- and six-month periods ended April 3, 2026. Revenue for the quarter was $944 million (net revenue of $943.7 million), with GAAP operating income of $42.1 million and GAAP diluted EPS of $0.24. On a non-GAAP basis, operating income was $188.9 million and non-GAAP diluted EPS was $1.15. For the six months, net revenue was $1,979.1 million, GAAP diluted EPS was $0.76 and non-GAAP diluted EPS was $2.69. Management said Mobile outperformed expectations and Broad Markets delivered double-digit year-over-year growth driven by Wi-Fi, data center and automotive. The company also highlighted a multi-generational design win with a leading Android OEM expected to generate over $1 billion in revenue through 2030. For the third fiscal quarter of 2026, the company guided revenue to $900 million to $950 million and non-GAAP diluted EPS of $1.03 at the midpoint of the revenue range. Management expects Mobile to decline low-single digits sequentially and Broad Markets to grow modestly sequentially, representing approximately 43% of sales. Cash flow weakened in the quarter: GAAP operating cash flow was $50.3 million and non-GAAP free cash flow was negative $32.0 million, reflecting capital expenditures of $82.3 million. The board declared a $0.71 per share cash dividend payable June 16, 2026, to holders of record on May 26, 2026. The filing also cites risks tied to the proposed merger with Qorvo, Inc., including regulatory approval, integration and expected substantial additional indebtedness, as well as tariffs, export restrictions and customer concentration. Investors should weigh the gap between GAAP and non-GAAP results, which is driven largely by share-based compensation, acquisition-related charges and amortization.

Skyworks Solutions 8-K Report, Shareholder Vote Results (Feb 11, 2026)

Skyworks Solutions, Inc. (SWKS) held a special meeting of stockholders on February 11, 2026, at which stockholders voted to approve the issuance of Skyworks common stock in connection with the Agreement and Plan of Merger dated October 27, 2025, among Qorvo, Inc., Comet Acquisition Corp., Comet Acquisition II, LLC, and Skyworks. The Stock Issuance Proposal, required under Nasdaq Listing Rule 5635(a), received 120,980,973 votes for, 289,580 against, 144,824 abstentions, and no broker non-votes. A quorum was present, with 121,415,377 shares, representing approximately 80.98% of the 149,930,299 shares outstanding on the December 23, 2025 record date, participating in the meeting. The filing also reports the results of an adjournment proposal, which would have allowed additional solicitation of proxies. Because a quorum was present and sufficient proxies had been received to approve the stock issuance, adjournment was deemed unnecessary. The adjournment proposal received 115,407,264 votes for, 5,894,295 against, and 113,818 abstentions. Completion of the transaction remains subject to closing conditions, including expiration or early termination of the HSR Act waiting period, approvals under certain other antitrust and foreign investment regimes, the absence of prohibiting orders or laws, the accuracy of representations and warranties, compliance with covenants, and the absence of a continuing material adverse effect for each company. The filing's forward-looking statements note that the transaction may not be consummated on the anticipated terms or timing, or at all.

Skyworks Solutions 8-K Report, Financial Results (Feb 3, 2026)

Skyworks Solutions, Inc. (SWKS) reported first fiscal quarter 2026 results for the three months ended January 2, 2026, with revenue of $1.035 billion, compared with $1.0685 billion in the year-ago quarter. GAAP operating income was $103.8 million, and GAAP diluted EPS was $0.53. On a non-GAAP basis, operating income was $252.1 million and diluted EPS was $1.54. Management said results exceeded its expectations for the fourth consecutive quarter, citing Mobile strength and Broad Markets growth led by Wi-Fi 7 and data center and cloud infrastructure programs. GAAP net income was $79.2 million, down from $162.0 million a year earlier, and operating cash flow was $395.5 million, with non-GAAP free cash flow of $339.0 million. For the March 2026 quarter, Skyworks guided revenue of $875 million to $925 million and non-GAAP diluted EPS of $1.04 at the midpoint of the revenue range. Management anticipates Mobile will decline approximately 20% sequentially, consistent with historical seasonality, while Broad Markets is expected to be approximately flat sequentially and represent 44% of sales. The company also declared a quarterly cash dividend of $0.71 per share, payable March 17, 2026, to holders of record on February 24, 2026. The filing's forward-looking statements cite the proposed merger transactions with Qorvo, Inc., and indebtedness incurred in connection with a transaction with Silicon Laboratories Inc., along with substantial additional indebtedness expected from the Qorvo transaction. Balance sheet debt was $996.2 million as of January 2, 2026, and cash, cash equivalents, and marketable securities totaled $1,568.6 million.

Skyworks Solutions 8-K Report, Corporate Update (Jan 30, 2026)

Skyworks Solutions, Inc. filed this Form 8-K on January 30, 2026 to supplement the Joint Proxy Statement/Prospectus for its proposed merger with Qorvo, Inc. under the Merger Agreement dated October 27, 2025. The filing describes a two-step transaction in which Merger Sub I merges into Qorvo as a wholly owned subsidiary of Skyworks, followed by a second merger into Merger Sub II. Both companies will hold special stockholder meetings on February 11, 2026. The Joint Proxy Statement/Prospectus was declared effective and mailed to stockholders on or about December 23, 2025. The filing is largely a response to two lawsuits filed in New York Supreme Court (January 20 and January 21, 2026) and demand letters alleging deficiencies in the Registration Statement. Skyworks and Qorvo deny the allegations and state they are supplementing the disclosures voluntarily to avoid nuisance, cost and distraction. The supplemental disclosures cover management projection assumptions, financial advisor valuation analyses (Qatalyst Partners, Goldman Sachs, Centerview Partners), net debt figures, per-share valuation ranges, precedent transactions, and golden parachute compensation amounts for certain Qorvo executives. For investors, the key items are the stated figures used in the fairness analyses, including Skyworks net debt of approximately ($388 million) and Qorvo net debt of approximately $430 million as of September 30, 2025, the Qorvo merger consideration of $103.58 per share implied by Skyworks' closing price on October 24, 2025, and the approximately 96.1 million Qorvo and 156.6 million Skyworks fully diluted shares used in the analyses. The filing also states that the lawsuits seek injunctive relief, rescission and damages, and that additional lawsuits may follow.

Skyworks Solutions 8-K Report, Executive Changes (Dec 12, 2025)

Skyworks Solutions, Inc. disclosed under Item 5.02(e) that its Compensation and Talent Committee approved the Fiscal Year 2026 Executive Incentive Plan on December 11, 2025. The plan provides cash incentive awards to senior management approved for participation, including the named executive officers, based on achievement of corporate performance metrics during fiscal year 2026. Minimum performance thresholds must be met before any incentives are awarded. The annual corporate goals, approved in advance by the Compensation Committee, are tied to certain revenue and non-GAAP operating income metrics for the fiscal year. Target awards are set as a percentage of base salary: 160% for the Chief Executive Officer and 100% for the Senior Vice President and Chief Financial Officer (combined, as stated in the filing), 90% for the Executive Vice President, Chief Operations and Technology Officer, and 80% for the Senior Vice President, Human Resources and the Senior Vice President, General Counsel and Secretary. Each can earn up to two times target if the company exceeds its targets. After fiscal year completion, the Compensation Committee will determine the extent to which metrics were attained, review the CEO's recommended payouts, and approve awards. The committee may also approve payment of awards in company common stock in lieu of cash, in whole or in part.

Skyworks Solutions 8-K Report, Material Agreement (Nov 24, 2025)

Skyworks Solutions, Inc. (SWKS) reported in this Form 8-K, filed November 24, 2025, that on November 18, 2025 it entered into a Second Amendment to its Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent. The original Revolving Credit Agreement is dated May 21, 2021, and was previously amended by a First Amendment dated March 6, 2023. The principal change is an extension of the revolver's maturity date to November 18, 2030. The filing describes the amendment as a financing-terms update and does not disclose changes to borrowing capacity, pricing, or covenants in the text provided. The full amendment, including the revolving credit agreement as an exhibit, is filed as Exhibit 10.1. Schedules and exhibits to that agreement were omitted under Item 601(a)(5) of Regulation S-K, and the company will furnish them to the SEC on request. The filing also includes an Inline XBRL cover page (Exhibit 104).

Skyworks Solutions 8-K Report, Executive Changes (Nov 14, 2025)

On November 11, 2025, the Compensation Committee of the Board of Directors of Skyworks Solutions, Inc. adopted a Severance and Change in Control Benefits Plan (the "Severance Plan"). The plan covers regular full-time employees who are Senior Vice Presidents or above and report to the Chief Executive Officer, excluding the CEO itself and anyone not designated as eligible. Employees who are party to a Change in Control / Severance Agreement are only eligible if they sign a participation agreement that, among other things, terminates that CIC Agreement. Under the Severance Plan, a Covered Executive terminated without Cause more than three months before or more than two years after a Change in Control receives a lump sum equal to one year of annual base salary, a prorated cash short-term incentive based on actual performance, COBRA premium payments for up to one year, partial equity vesting over the following twelve months, and a twelve-month option exercise window. If termination without Cause or for Good Reason occurs within the period from three months before to two years after a Change in Control, the executive instead receives a lump sum of 1.5 times the sum of base salary and target short-term incentive, COBRA support for up to 18 months, full vesting of time-based equity awards, and an 18-month option exercise window. Payments remain subject to the Company's Executive Officer Cash Severance Limitation Policy and a Section 280G-style best-net cutback. The Board may amend or terminate the plan, subject to protections for executives already receiving benefits and for post-Change in Control changes. The filing also includes the full plan and a form of participation agreement as Exhibit 10.1, filed with this Current Report.

Skyworks Solutions 8-K Report, Financial Results (Nov 4, 2025)

Skyworks Solutions, Inc. (Nasdaq: SWKS) reported fourth-quarter and full-year fiscal 2025 results for the periods ended October 3, 2025, via a press release attached as Exhibit 99.1. Fourth-quarter revenue was $1.10 billion (net revenue $1,100.2 million, up from $1,024.9 million a year earlier). GAAP operating income was $111.0 million and GAAP diluted EPS was $0.94; non-GAAP operating income was $264.0 million and non-GAAP diluted EPS was $1.76. For the full fiscal year, net revenue was $4,086.9 million (versus $4,178.0 million), GAAP diluted EPS was $3.08, and non-GAAP diluted EPS was $5.93. Operating cash flow for the year was $1,300.8 million and non-GAAP free cash flow was $1,105.8 million. Management guided fiscal first-quarter 2026 revenue to $975 million to $1,025 million, with non-GAAP diluted EPS of $1.40 at the midpoint of the revenue range. The CFO expects Mobile revenue to decline low- to mid-teens sequentially, while Broad Markets are expected to be up slightly sequentially and represent 39% of sales. The company also declared a quarterly cash dividend of $0.71 per share, payable December 9, 2025, to holders of record on November 18, 2025. The release notes that the proposed merger with Qorvo, Inc. and the indebtedness tied to the Silicon Laboratories Inc. transaction and the expected Qorvo transaction are key risk factors. Investors should weigh the strong quarterly execution against the sequential Mobile decline guided for the coming quarter and the transaction-related uncertainties described in the forward-looking statements.

Skyworks Solutions 8-K Report, Material Agreement (Oct 28, 2025)

On October 27, 2025, Skyworks Solutions, Inc. entered into an Agreement and Plan of Merger with Qorvo, Inc. under which Qorvo will merge into a wholly owned Skyworks subsidiary in a two-step integrated transaction. Qorvo stockholders will receive 0.960 shares of Skyworks common stock and $32.50 in cash per Qorvo share, and Skyworks stockholders are expected to own approximately 63% of the combined company on a pro forma basis, with Qorvo holders owning approximately 37%. The companies describe a combined enterprise value of approximately $22 billion, pro forma revenue of approximately $7.7 billion and Adjusted EBITDA of approximately $2.1 billion (LTM as of June 30, 2025), and expect $500 million or more of annual cost synergies within 24-36 months after closing. Closing is subject to Qorvo stockholder adoption, Skyworks stockholder approval of the share issuance, antitrust and foreign investment approvals, and other customary conditions, with the parties anticipating closing early in calendar 2027. Goldman Sachs Bank USA has committed up to $3.05 billion of senior unsecured bridge term loans to help fund the cash portion of the consideration; receipt of financing is not a condition to closing. The merger agreement provides for a $298,692,098 termination fee payable by either party in specified circumstances, and a $100,000,000 fee payable by Skyworks in certain antitrust or foreign investment scenarios. Starboard Value-affiliated Qorvo holders, collectively about 8% of Qorvo's shares, entered a voting and support agreement in favor of the transaction.

Skyworks Solutions 8-K Report, Financial Results (Oct 28, 2025)

Skyworks Solutions, Inc. filed an 8-K on October 28, 2025 to furnish preliminary unaudited results for the fourth fiscal quarter and fiscal year ended October 3, 2025, and to announce a $0.71 per share cash dividend payable December 9, 2025 to holders of record as of November 18, 2025. For the fourth quarter, the company reported revenue of $1.10 billion, GAAP operating income of $135 million, non-GAAP operating income of $264 million, GAAP diluted EPS of $1.07, non-GAAP diluted EPS of $1.76, operating cash flow of $200 million and free cash flow of $144 million. For fiscal 2025, it reported revenue of $4.09 billion, GAAP operating income of $524 million, non-GAAP operating income of $995 million, GAAP diluted EPS of $3.20, non-GAAP diluted EPS of $5.93, operating cash flow of $1.30 billion and free cash flow of $1.11 billion. The company states these figures are subject to change upon completion of its year-end audit. The filing also discloses a separate announcement of a definitive agreement to combine with Qorvo in a cash-and-stock transaction, which the company describes as creating a U.S.-based leader in high-performance RF, analog and mixed-signal semiconductors with a combined enterprise value of $221 billion as of October 27, 2025. The transaction is expected to close in early calendar year 2027, subject to regulatory approvals, customary closing conditions and shareholder approvals. Full fourth-quarter and fiscal 2025 results are scheduled for release on November 4, 2025, with a conference call at 4:30 p.m. EST that day. For investors, the key items are the preliminary results, the dividend declaration, and the pending Qorvo combination, which carries integration, regulatory and financing risks noted in the filing's forward-looking statements. The filing also includes a reconciliation of GAAP to non-GAAP measures, which the company says excludes share-based compensation, amortization of acquisition-related intangibles, settlements and impairments, and restructuring charges.

Skyworks Solutions 8-K Report, Executive Changes (Aug 25, 2025)

On August 25, 2025, Skyworks Solutions, Inc. announced that Philip Carter will re-join the Company as Senior Vice President and Chief Financial Officer, effective September 8, 2025. The Board appointed him to these roles on August 23, 2025. Carter previously served as the Company's Vice President, Corporate Controller from February 2017 through November 2024, and since November 2024 has been Corporate Vice President, Chief Accounting Officer at Advanced Micro Devices, Inc. He will succeed Robert A. Schriesheim, a Board member who has served as Interim Chief Financial Officer since May 2025. Schriesheim will cease as principal financial and principal accounting officer when Carter starts, but will remain on the Board. Carter's compensation package includes an annual base salary of $600,000, a cash incentive target of 100% of base salary, and an $800,000 signing bonus deemed earned on the 24-month anniversary of his start date, subject to continued employment. He will also receive a $3,000,000 time-vested RSU award over four years and a $3,800,000 performance share award tied to the Company's absolute total shareholder return over the fiscal years starting October 4, 2025 and ending September 29, 2028. The filing also describes a Change in Control / Severance Agreement with enhanced change-in-control severance of one and a half times base salary plus the greater of his three-year average bonus or target bonus, along with COBRA contributions and equity acceleration. The filing states that Carter is not party to any Item 404(a) related-person transaction and that there are no family relationships with any director or executive officer.

Skyworks Solutions 8-K Report, Financial Results (Aug 5, 2025)

Skyworks Solutions, Inc. (Nasdaq: SWKS) reported results for its fiscal third quarter ended June 27, 2025, with revenue of $965 million, up from $905.5 million in the prior-year quarter. GAAP operating income was $110.6 million and GAAP diluted EPS was $0.70, compared with $130.4 million and $0.75 a year earlier. On a non-GAAP basis, operating income was $224.4 million and diluted EPS was $1.33. For the nine months ended June 27, 2025, net revenue was $2,986.7 million versus $3,153.0 million, and GAAP net income was $335.7 million, compared with $535.5 million. Year-to-date operating cash flow was $1.10 billion and non-GAAP free cash flow was $961.8 million. The board declared a quarterly cash dividend of $0.71 per share, payable September 16, 2025 to holders of record on August 26, 2025. The filing describes this as a 1% increase from the prior $0.70 dividend. The company also disclosed that it is initiating the consolidation of its Woburn facility into Newbury Park as part of long-term manufacturing optimization efforts. For the fourth fiscal quarter of 2025, management guided to revenue of $1.00 billion to $1.03 billion and non-GAAP diluted EPS of $1.40 at the midpoint of the revenue range. CEO Phil Brace cited momentum in Mobile and steady strength in Broad Markets, while interim CFO Rob Schriesheim said Mobile is expected to grow sequentially in the mid-single digits. Cash, cash equivalents, and marketable securities were $1,336.7 million at June 27, 2025, down from $1,574.1 million at September 27, 2024, and debt was $995.4 million.

Skyworks Solutions 8-K Report, Executive Changes (May 29, 2025)

Skyworks Solutions, Inc. (SWKS) reported in this Form 8-K filed May 29, 2025 that its Board of Directors appointed Robert A. Schriesheim, a current director since 2006, as interim Chief Financial Officer, effective immediately. The appointment follows the decision of Mark P. Dentinger, who had been expected to join as Chief Financial Officer on June 2, 2025, not to commence employment due to an unforeseen medical condition. The Company has begun a search for a permanent Chief Financial Officer. Mr. Schriesheim, 65, will serve as the Company's principal financial officer and principal accounting officer on an interim basis, replacing Chief Executive Officer Philip G. Brace, who had held those interim roles since May 9, 2025. Mr. Schriesheim resigned from the Audit Committee and Compensation Committee of the Board in connection with his appointment. His background includes prior CFO roles at Sears Holdings Corporation, Hewitt Associates, Inc., and Lawson Software, Inc. Compensation under the Offer Letter includes an annualized base salary of $625,000 while serving as interim CFO and a Restricted Stock Unit award granted by dividing $1,200,000 by the closing price of the common stock on May 29, 2025. The RSU vests on the second anniversary of the start date, with 50% vesting outright and the remaining 50% vesting based on full months of interim service over a six-month denominator, capped at full vesting. The Company will also reimburse his travel costs, including related taxes.

Skyworks Solutions 8-K Report, Shareholder Vote Results (May 16, 2025)

Skyworks Solutions, Inc. filed this Form 8-K to report the results of voting at its Annual Meeting of stockholders on five proposals described in its proxy statement. Stockholders elected all nine nominees as directors: Alan S. Batey, Kevin L. Beebe, Philip G. Brace, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke. Each director served until the next annual meeting and until a successor is elected and qualified, or until earlier resignation or removal. Support for individual directors was broadly strong, though Kevin L. Beebe received the largest number of votes against (10,597,915) among the nominees. Stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal 2025 (122,667,571 votes for; 7,959,671 against; 3,513,423 abstaining). They also approved, on an advisory and non-binding basis, the compensation of the named executive officers (109,555,560 for; 10,622,778 against; 370,002 abstaining). A stockholder proposal regarding a simple majority vote was approved (117,507,516 for; 1,398,978 against; 956,181 abstaining). A stockholder proposal regarding disclosure of Scope 3 greenhouse gas emissions was not approved, with 26,253,902 votes for, 93,854,715 against, and 439,723 abstaining. The filing's only exhibit is the cover page Interactive Data File (Inline XBRL).

Skyworks Solutions 8-K Report, Executive Changes (May 7, 2025)

On May 7, 2025, Skyworks Solutions, Inc. announced two senior management transitions. Mark P. Dentinger will join as Senior Vice President and Chief Financial Officer, and Todd J. Lepinski will join as Senior Vice President, Sales and Marketing, both effective June 2, 2025. Dentinger will succeed Kris Sennesael, who informed the company on May 1, 2025 that he will resign effective May 9, 2025 and will receive no severance. Until Dentinger starts, CEO Philip G. Brace has been appointed interim principal financial officer and principal accounting officer by the Board on May 5, 2025. Dentinger's offer letter provides a $625,000 annual base salary, a 100% target cash incentive, a $200,000 signing bonus deemed earned after 24 months, and equity grants including a $2,700,000 RSU award, a $3,200,000 performance share award tied to absolute total shareholder return over three years, a $600,000 FY2025 RSU award, and a $900,000 FY2025 PSA at target that can pay out up to 250%. He will also enter a Change in Control / Severance Agreement. Lepinski will succeed Carlos S. Bori, who will stay employed through November 17, 2025 under a transition agreement, with compensation continuing but no eligibility for FY2025 incentive plans or new equity awards. For investors, the filing mainly signals a leadership change in finance and sales, with the CEO temporarily covering the CFO duties. The filing does not state the reasons for these transitions beyond the stated voluntary departures.

Skyworks Solutions 8-K Report, Financial Results (May 7, 2025)

Skyworks Solutions, Inc. (Nasdaq: SWKS) furnished this Form 8-K to report financial results for the second fiscal quarter of 2025, the three- and six-month periods ended March 28, 2025, through a press release attached as Exhibit 99.1. Revenue for the quarter was $953.2 million, compared with $1,046.0 million in the prior-year quarter. GAAP operating income was $97.3 million and GAAP diluted EPS was $0.43, versus $189.2 million and $1.14 a year earlier. On a non-GAAP basis, operating income was $222.2 million and diluted EPS was $1.24. Operating cash flow was $409.5 million and non-GAAP free cash flow was $371.0 million. Management stated that the company returned over $600 million to shareholders through share repurchases and dividends, which it described as the highest quarterly return ever. The company also declared a cash dividend of $0.70 per share, payable June 17, 2025, to stockholders of record at the close of business on May 27, 2025. For the June 2025 quarter, Skyworks guided to revenue of $920 million to $960 million and non-GAAP diluted EPS of $1.24 at the midpoint of that range. Management expects its mobile business to decline low single digits sequentially, consistent with seasonal patterns, while Broad Markets are expected to show another quarter of sequential growth. The filing's forward-looking statements flag risks including tariffs and trade measures, customer concentration, and dependence on 5G adoption.

Skyworks Solutions 8-K Report, Bylaw Amendment (Apr 30, 2025)

Skyworks Solutions, Inc. filed a Current Report on Form 8-K dated April 30, 2025 to disclose a corporate housekeeping change rather than any operating or financial results. Under Item 5.03, the company reports that on April 24, 2025 it filed a Certificate of Change of Registered Agent and/or Registered Office with the Delaware Secretary of State. The filing changes the registered agent to Cogency Global Inc. and the registered office to 850 New Burton Road, Suite 201, Dover, DE 19904 (Kent County). The Board of Directors approved the Certificate of Change in accordance with the Delaware General Corporation Law. The certificate has the effect of amending Article Second of the Registrant's Restated Certificate of Incorporation. A copy is filed as Exhibit 3.1, and the filing also includes an Inline XBRL cover page as Exhibit 104. For investors, this filing contains no financial figures, earnings information, guidance, or material transactions. It is an administrative update to the company's Delaware registered agent and office, and it is unlikely to affect the company's business or valuation.

Skyworks Solutions 8-K Report, Executive Changes (Mar 14, 2025)

Skyworks Solutions, Inc. filed this Form 8-K on March 14, 2025 under Item 5.02 to report a leadership and compensation change. On March 12, 2025, the Board of Directors, following a March 11, 2025 recommendation from the Compensation Committee, appointed Reza Kasnavi, a current named executive officer, to the newly created position of Executive Vice President, Chief Operations and Technology Officer, effective March 15, 2025 (the "Promotion Date"). In connection with the promotion, Mr. Kasnavi's annual base salary increases from $650,000 to $700,000, effective on the Promotion Date. His target cash incentive under the Fiscal Year 2025 Executive Incentive Plan (FY2025 EIP) rises from 80% of his prior base salary to 90% of his new base salary, with the opportunity to earn up to two times the target award if the Company exceeds its fiscal 2025 target performance metrics. Any FY2025 EIP payment will be prorated based on the Promotion Date. The filing's only exhibit is the Cover Page Interactive Data File (Exhibit 104), which is a formatting document rather than substantive disclosure. For investors, the filing signals a expanded operations and technology role for a senior executive, with compensation adjusted to reflect it.

Skyworks Solutions 8-K Report, Executive Changes (Feb 6, 2025)

Skyworks Solutions, Inc. (Nasdaq: SWKS) announced a CEO succession in this 8-K. Philip G. Brace, previously Executive Chairman of Inseego Corp., will become President and Chief Executive Officer and a director effective February 17, 2025 (the Transition Date), succeeding Liam K. Griffin, who steps down from those roles on that date. The Board also accepted Mr. Griffin's resignation as a director effective February 4, 2025, and appointed Christine King, the Lead Independent Director, as Chairman of the Board. The filing states that the board ran a succession process with the help of an executive search firm. The filing sets out Mr. Brace's compensation. His offer letter provides an annual base salary of $900,000 and a cash incentive target of 160% of base salary. He will receive a performance share award with a grant value of $30 million, earnable against stock price hurdles over a four-year performance period, plus FY2025 RSU and PSA awards valued at $2.88 million and $4.32 million, respectively. These are inducement grants outside the company's long-term incentive plan. He may also receive up to $300,000 in relocation reimbursement. He will enter a Change in Control / Severance Agreement with tiered severance: two times salary plus target bonus following a change in control, and one and a half times without one. Mr. Griffin will remain as a non-executive employee for three months after the Transition Date at his existing base salary rate. On departure he receives separation benefits under his existing severance agreement, with a prorated portion (estimated at about 5,934 shares) of his FY2025 RSU vesting and none of his FY2025 PSA vesting. The same day, the company issued a press release (Exhibit 99.1) announcing the succession and reported first-quarter fiscal 2025 results in a separate release, with a conference call at 4:30 p.m. EST.

Skyworks Solutions 8-K Report, Financial Results (Feb 5, 2025)

Skyworks Solutions, Inc. (Nasdaq: SWKS) filed this Form 8-K on February 5, 2025 to furnish its press release announcing results for the three-month period ended December 27, 2024 (fiscal Q1 2025), and to disclose a new dividend and stock repurchase authorization. Revenue was $1.068 billion, compared with $1.2015 billion in the prior-year quarter. GAAP net income was $162.0 million, or $1.00 per diluted share, versus $231.3 million, or $1.44 per diluted share, a year earlier. Non-GAAP diluted EPS was $1.60, versus $1.97 in the prior-year period. GAAP operating income was $181.1 million, compared with $258.3 million, and non-GAAP operating income was $284.8 million, compared with $365.7 million. Operating cash flow was $377.2 million and non-GAAP free cash flow was $338.2 million, compared with $774.9 million and $752.7 million in the prior-year quarter. For the March 2025 quarter, the company guided revenue of $935 million to $965 million and non-GAAP diluted EPS of $1.20 at the revenue midpoint. Management said it anticipates a mid-to-high teens sequential decline in mobile, consistent with seasonal patterns, and expects additional sequential and year-over-year growth in broad markets. The board declared a $0.70 per share cash dividend payable March 17, 2025, to holders of record on February 24, 2025. It also authorized a new $2.0 billion share repurchase program running through February 3, 2027, which replaces the $2.0 billion program approved January 31, 2023. The company expects to fund repurchases from working capital, and the program may be suspended or discontinued at any time. As of December 27, 2024, cash, cash equivalents, and marketable securities totaled $1,754.8 million and debt was $994.7 million.

Skyworks Solutions 8-K Report, Executive Changes (Dec 13, 2024)

Skyworks Solutions, Inc. (SWKS) filed this Form 8-K on December 13, 2024 under Item 5.02, disclosing compensatory arrangements for executive officers. On December 12, 2024, the Compensation Committee of the Board of Directors approved the Fiscal Year 2025 Executive Incentive Plan, which provides cash incentive awards to senior management, including the named executive officers, based on achievement of corporate performance metrics during fiscal 2025. The plan sets minimum performance thresholds that must be met before any incentives are paid. Its annual corporate goals, approved in advance by the Compensation Committee, are based on revenue and non-GAAP operating income. Upon completion of the fiscal year, the Compensation Committee will determine the extent to which these metrics were attained, review the CEO's recommended payouts, and approve any awards. The committee may also approve settling all or part of an award in company common stock instead of cash. Target awards are set as a percentage of base salary. The CEO and the Senior Vice President and Chief Financial Officer are eligible for aggregate awards of 160% and 100% of base salary, respectively, at target performance. The other named executive officers, the Senior Vice Presidents of Technology and Manufacturing, Sales and Marketing, and the General Counsel and Secretary, are eligible for 80% of base salary at target. For all of these officers, the maximum payout is two times target if performance exceeds the target metrics.

Skyworks Solutions 8-K Report, Financial Results (Nov 12, 2024)

Skyworks Solutions, Inc. (Nasdaq: SWKS) reported fourth-quarter and full-year fiscal 2024 results for the periods ended September 27, 2024, and declared a quarterly cash dividend of $0.70 per share, payable December 24, 2024, to holders of record as of December 3, 2024. Fourth-quarter revenue was $1.025 billion, versus $1.2188 billion a year earlier. GAAP operating income was $59.5 million and GAAP diluted EPS was $0.37, while non-GAAP operating income was $273.5 million and non-GAAP diluted EPS was $1.55. Full-year revenue was $4.178 billion, GAAP diluted EPS was $3.69, and non-GAAP diluted EPS was $6.27. Fourth-quarter GAAP operating income included $132.5 million of impairment, restructuring, and other charges. Full-year net cash provided by operating activities was $1.825 billion, and non-GAAP free cash flow was $1.668 billion. Management stated that free cash flow was over $1.6 billion for the second year in a row and that fiscal 2024 ended with a record 40% free cash flow margin. Cash, cash equivalents, and marketable securities rose to $1.574 billion from $738.5 million, and debt fell to $994.3 million from $1.292 billion. Management guided first-quarter fiscal 2025 revenue to $1.05 billion to $1.08 billion, with non-GAAP diluted EPS of $1.57 at the midpoint of the revenue range. Management attributed its outlook to AI-driven smartphone upgrade expectations and expects mobile to rise mid-single digits sequentially, while noting excess inventory in some broad-market segments. The filing also includes a forward-looking statements disclaimer covering risks such as customer concentration, export restrictions, and geopolitical conditions.

Skyworks Solutions 8-K Report, Financial Results (Jul 30, 2024)

Skyworks Solutions, Inc. furnished an 8-K on July 30, 2024 reporting results for the three- and nine-month periods ended June 28, 2024 (fiscal Q3 2024). Revenue for the quarter was $906 million (the income statement shows net revenue of $905.5 million), down from $1,071.2 million in the year-earlier quarter. GAAP operating income was $130.4 million and GAAP diluted EPS was $0.75, versus $230.7 million and $1.22 a year earlier. On a non-GAAP basis, operating income was $219.0 million and diluted EPS was $1.21. For the nine months, net revenue was $3,153.0 million and GAAP net income was $535.5 million, with net cash provided by operating activities of $1,348.6 million and non-GAAP free cash flow of $1,274.4 million. For the fourth fiscal quarter of 2024, the company guided revenue of $1.00 billion to $1.04 billion and non-GAAP diluted EPS of $1.52 at the midpoint of the revenue range. The CFO said the mobile business is expected to be up approximately 20% sequentially, and broad markets are expected to show modest improvement. The board declared a quarterly cash dividend of $0.70 per share, a 3% increase from the prior $0.68, payable September 10, 2024, to holders of record on August 20, 2024. At quarter end, cash, cash equivalents and marketable securities were $1,283.9 million, debt was $994.0 million (down from $1,292.3 million at September 29, 2023), and stockholders' equity was $6,336.4 million. Nine-month debt payments totaled $300.0 million.

Skyworks Solutions 8-K Report, Executive Changes (May 17, 2024)

At the Annual Meeting of Stockholders of Skyworks Solutions, Inc. held on May 14, 2024, stockholders approved the Second Amended and Restated 2015 Long-Term Incentive Plan, which the Board had previously adopted subject to stockholder approval. The plan's description appears on pages 75 to 83 of the 2024 Proxy Statement filed March 28, 2024, and a complete copy is filed as Exhibit 99.1. The filing also reports that stockholders approved the Amendment to the 2002 Employee Stock Purchase Plan, as amended, and ratified KPMG LLP as the independent registered public accounting firm for fiscal 2024. All nine director nominees were elected, including Alan S. Batey, Kevin L. Beebe, Liam K. Griffin, Eric J. Guerin, Christine King, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim, and Maryann Turcke. Support for individual directors ranged from 112,109,502 votes for (Liam K. Griffin) to 121,019,534 votes for (Eric J. Guerin). Stockholders did not approve the four proposals to eliminate supermajority voting provisions in the Charter, nor the stockholder proposals on named executive officer termination payments and greenhouse gas emissions reduction targets. The advisory say-on-pay proposal was approved, with 107,462,594 votes for and 14,183,606 votes against. For investors, the key takeaways are the approval of the equity incentive plan and the continued presence of the supermajority provisions, which remain in effect since the amendments failed to reach approval. The filing does not report any changes to the board or executive officers beyond the director elections.

Skyworks Solutions 8-K Report, Financial Results (Apr 30, 2024)

Skyworks Solutions, Inc. reported results for the three- and six-month periods ended March 29, 2024 (fiscal Q2 2024). Revenue for the quarter was $1.046 billion, down from $1.153 billion in the prior-year quarter. GAAP operating income was $189.2 million and GAAP diluted EPS was $1.14, compared with $273.3 million and $1.46 in the year-ago quarter. On a non-GAAP basis, operating income was $279.1 million and diluted EPS was $1.55. Quarterly operating cash flow was $300.2 million and non-GAAP free cash flow was $272.6 million. Management attributed the quarter to a challenging macroeconomic environment and below-normal seasonal trends in the mobile business, with lower-than-expected end-market demand. For the June 2024 quarter (fiscal Q3), management guided revenue of $900 million, plus or minus 2%, and non-GAAP diluted EPS of $1.21 at the midpoint. The company expects the mobile business to decline sequentially below normal seasonal patterns as excess inventory clears, while broad markets are expected to grow modestly. Balance sheet data shows cash, cash equivalents, and marketable securities of $1,221.3 million at March 29, 2024, up from $738.5 million at September 29, 2023, and debt reduced to $993.6 million from $1,292.3 million. The board declared a cash dividend of $0.68 per share, payable June 11, 2024, to stockholders of record as of May 21, 2024.

Skyworks Solutions 8-K Report, Financial Results (Jan 30, 2024)

Skyworks Solutions, Inc. reported first fiscal quarter 2024 results for the three-month period ended December 29, 2023, in a press release attached as Exhibit 99.1. Net revenue was $1.2015 billion, down from $1.3293 billion in the prior-year quarter. GAAP operating income was $258.3 million versus $367.0 million, and GAAP diluted EPS was $1.44 versus $1.93. Non-GAAP operating income was $365.7 million and non-GAAP diluted EPS was $1.97, compared with $2.59 a year earlier. The company reported record operating cash flow of $774.9 million and record non-GAAP free cash flow of $752.7 million, with capital expenditures of $22.2 million. Debt fell to $993.2 million from $1,292.3 million at September 29, 2023, after $300.0 million of debt payments, and cash, cash equivalents and marketable securities rose to $1,047.6 million. For the second fiscal quarter of 2024, management expects revenue of $1.02 billion to $1.07 billion and non-GAAP diluted EPS of $1.52 at the midpoint of that range. The CFO said the mobile business is expected to be seasonally down sequentially, while broad markets are anticipated to show modest growth off the December quarter. The CEO cited signs that the Android smartphone market is recovering and pointed to edge-connected IoT, automotive electrification, advanced safety systems and AI-enabled cloud and data center workloads as areas of long-term positioning. The board also declared a cash dividend of $0.68 per share, payable March 12, 2024, to stockholders of record as of February 20, 2024. Dividends paid in the quarter totaled $108.9 million.

Skyworks Solutions 8-K Report, Executive Changes (Dec 15, 2023)

Skyworks Solutions, Inc. (SWKS) filed this Current Report on Form 8-K dated December 15, 2023 to disclose under Item 5.02 (Compensatory Arrangements of Certain Officers) that its Compensation Committee of the Board of Directors approved the Fiscal Year 2024 Executive Incentive Plan on December 14, 2023. The plan provides cash incentive awards to senior management, including the named executive officers, based on achievement of corporate performance metrics during the company's 2024 fiscal year. Minimum performance thresholds must be met before any incentives are paid. The annual corporate goals, approved in advance by the Compensation Committee, are tied to revenue and non-GAAP operating income. The Chief Executive Officer and the Senior Vice President and Chief Financial Officer are eligible to earn cash awards totaling 160% and 100%, respectively, of base salary if target performance is achieved, with a maximum payout of two times target for results above target. Other named executive officers, including the Senior Vice Presidents of Technology and Manufacturing and of Sales and Marketing and the Senior Vice President, General Counsel and Secretary, may earn awards totaling 80% of base salary at target, also capped at two times target. The Compensation Committee will determine the extent to which performance metrics were attained after the fiscal year ends, review the CEO's recommended payouts, and approve awards. The committee also has discretion to pay awards in company common stock instead of cash and to make adjustments in extraordinary circumstances.

Skyworks Solutions 8-K Report, Financial Results (Nov 2, 2023)

Skyworks Solutions, Inc. reported fourth fiscal quarter and full fiscal year 2023 results for the periods ended September 29, 2023. Fourth-quarter net revenue was $1.219 billion, down from $1.407 billion a year earlier, with GAAP operating income of $254.0 million and GAAP diluted EPS of $1.52, compared with $1.88 in the prior-year quarter. On a non-GAAP basis, operating income was $397.9 million and diluted EPS was $2.20. For the full year, net revenue was $4.772 billion versus $5.486 billion in fiscal 2022, GAAP diluted EPS was $6.13 and non-GAAP diluted EPS was $8.52. Cash generation was a highlight. Fiscal 2023 net cash provided by operating activities was $1.856 billion, and non-GAAP free cash flow was $1.646 billion, both up year over year as stated in the release. Total debt fell to $1.292 billion from $2.189 billion at the prior year-end, reflecting $900.0 million of debt payments during the year. Management said it expects first-quarter fiscal 2024 revenue of $1.175 to $1.225 billion and non-GAAP diluted EPS of $1.95 at the midpoint, while broad markets continue to digest excess inventory in select segments. The board also declared a cash dividend of $0.68 per share, payable December 12, 2023, to holders of record on November 21, 2023. The filing's results are contained in Exhibit 99.1, a press release that the company states is furnished rather than filed under Section 18 of the Exchange Act.

Skyworks Solutions 8-K Report, Financial Results (Aug 7, 2023)

Skyworks Solutions, Inc. (Nasdaq: SWKS) filed this Form 8-K on August 7, 2023 to furnish its press release announcing results for the three- and nine-month periods ended June 30, 2023. For the third fiscal quarter, net revenue was $1,071.2 million, compared with $1,232.6 million in the prior-year quarter. GAAP operating income was $230.7 million, GAAP diluted EPS was $1.22, and non-GAAP diluted EPS was $1.73. Quarterly net cash provided by operating activities was $305.7 million, and year-to-date operating cash flow was $1,490.9 million, which the company described as a record. Management guided fourth fiscal quarter 2023 revenue to between $1.190 billion and $1.240 billion, with non-GAAP diluted EPS of $2.10 at the midpoint of that range, and said it expects double-digit sequential revenue and earnings growth. The filing also states that the board declared a quarterly cash dividend of $0.68 per share, a 10% increase from the prior $0.62, payable September 19, 2023 to holders of record on August 29, 2023. On the balance sheet, debt declined to $1,491.6 million at June 30, 2023 from $2,189.1 million at September 30, 2022, and the company made $500.0 million of debt payments in the quarter ($700.0 million year-to-date). Nine-month GAAP net income was $738.0 million, versus $973.0 million a year earlier, and the company repurchased $175.3 million of stock year-to-date versus $806.5 million in the prior-year period.

Skyworks Solutions 8-K Report, Executive Changes (May 16, 2023)

Skyworks Solutions, Inc. filed this Form 8-K under Item 5.02 to disclose new change-in-control and severance agreements with its executive officers, all dated May 10, 2023. The Company entered into a Second Amended and Restated Change in Control / Severance Agreement with Liam Griffin, Chief Executive Officer and President, replacing the Prior Griffin Agreement, which had expired in accordance with its terms. The Griffin Agreement has an initial two-year term from May 10, 2023, and renews automatically annually for up to five additional years unless either party gives timely notice of non-renewal. It is otherwise substantially the same as the prior agreement. Under the Griffin Agreement, a termination without cause or for good reason outside a change in control triggers a lump-sum payment of two times the sum of base salary and a Bonus Amount, full equity vesting acceleration, and up to 15 months of COBRA contributions. If a qualifying termination occurs within three months before to two years after a change in control, the lump sum rises to two and one-half times the sum of base salary and a CIC Bonus Amount, with stock options exercisable for 30 months and COBRA contributions for up to 18 months. Equity awards also accelerate on a qualifying termination, and payments are subject to a best-net cutback for Section 4999 excise tax. The Company also entered into Amended and Restated Change in Control / Severance Agreements on the same date with Kris Sennesael (Senior Vice President and Chief Financial Officer), Reza Kasnavi (Senior Vice President, Technology and Manufacturing), Carlos S. Bori (Senior Vice President, Sales and Marketing), and Robert J. Terry (Senior Vice President, General Counsel and Secretary). These agreements replace prior agreements and extend the post-change-in-control protection window from 12 to 24 months, while otherwise remaining substantially the same. Each agreement provides for non-solicitation covenants lasting 12 months after termination, and benefits require a signed release of claims.

Skyworks Solutions 8-K Report, Executive Changes (May 12, 2023)

Skyworks Solutions, Inc. filed this Form 8-K on May 12, 2023 to report actions taken at its May 10, 2023 Board meeting and annual stockholder meeting. The Board appointed Philip Carter, Vice President and Corporate Controller since February 2017, as principal accounting officer, replacing Kris Sennesael, who remains Senior Vice President and Chief Financial Officer and principal financial officer. The Board also adopted Fourth Amended and Restated By-laws, which tighten procedures for stockholder director nominations and proposals in light of the SEC's universal proxy rules, add emergency by-law provisions, and make various other updates. The filing attaches the by-laws as Exhibit 3.1. At the annual meeting, stockholders elected all nine nominees to the Board, ratified KPMG LLP as the independent registered public accounting firm for fiscal 2023, and approved the named executive officer compensation on an advisory basis. Stockholders also approved a charter amendment reflecting new Delaware law on officer exculpation, which was filed with Delaware on May 11, 2023. A stockholder proposal regarding a simple majority vote was approved. The Board determined that it will continue holding an advisory say-on-pay vote annually, consistent with the one-year frequency preferred by stockholders. For investors, the most notable items are the change in principal accounting officer, the governance-focused by-law revisions that affect how activist stockholders can nominate directors, and the approval of the simple majority vote proposal. The filing contains no financial results or operating metrics.

Skyworks Solutions 8-K/A Report, Executive Changes (May 12, 2023)

Skyworks Solutions, Inc. filed this Form 8-K/A, an amendment to a previously reported Item 5.02 event, to update the board composition disclosure. As stated in the earlier Form 8-K filed February 9, 2023, Maryann Turcke was appointed to the Board of Directors effective February 8, 2023, at which time committee assignments had not yet been determined. The filing states that on May 10, 2023, the Board designated Ms. Turcke as a member of the Nominating and Corporate Governance Committee, effective that same date. No compensation arrangements, financial results, or other operational matters are disclosed in this filing. For investors, the filing is a routine governance update confirming the committee placement of a newly appointed independent director. It does not indicate any change in the company's financial position, strategy, or leadership structure beyond the board committee assignment.

Skyworks Solutions 8-K Report, Financial Results (May 8, 2023)

Skyworks Solutions, Inc. reported financial results for the second fiscal quarter of 2023 (three months ended March 31, 2023) in a press release attached as Exhibit 99.1. Net revenue was $1.153 billion, compared with $1.336 billion in the prior-year quarter. GAAP operating income was $273.3 million and GAAP diluted EPS was $1.46, versus $367.3 million and $1.86 a year earlier. On a non-GAAP basis, operating income was $386.1 million and diluted EPS was $2.02. Operating cash flow for the quarter was $411.7 million, and cash, cash equivalents and marketable securities rose to $1,061.4 million at March 31, 2023 from $586.8 million at September 30, 2022. For the six months ended March 31, 2023, net revenue was $2.482 billion and GAAP diluted EPS was $3.39, with operating cash flow of $1,185.1 million. Debt declined to $1,990.9 million from $2,189.1 million at fiscal year-end 2022, reflecting a $200.0 million debt payment in the quarter. Management said the company's fundamentals remained strong despite a challenging macro backdrop. The company guided third-quarter fiscal 2023 revenue to between $1.050 billion and $1.090 billion, with non-GAAP diluted EPS of $1.67 at the midpoint of the revenue range. The board declared a cash dividend of $0.62 per share, payable June 20, 2023, to holders of record on May 30, 2023.

Skyworks Solutions 8-K Report, Material Agreement (Mar 10, 2023)

Skyworks Solutions, Inc. (SWKS) filed this Current Report on Form 8-K to disclose two amendments to its existing credit facilities, both dated March 6, 2023. The Company entered into a First Amendment to its Term Credit Agreement, dated May 21, 2021, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Company also entered into a First Amendment to its Revolving Credit Agreement, dated May 21, 2021, with the borrowing subsidiaries, lenders and JPMorgan Chase Bank, N.A., as administrative agent. Under both amendments, the interest rate and related mechanics that previously applied to borrowings, which were based on LIBOR, are replaced with an interest rate based on the secured overnight financing rate (SOFR), including a customary spread adjustment, along with related SOFR-based mechanics. The filing does not state any change to borrowing amounts, maturities, pricing levels or other financial terms beyond the benchmark transition. The amendments are filed as Exhibits 10.1 and 10.2. Schedules and exhibits to those agreements have been omitted under Item 601(a)(5) of Regulation S-K, with the Company undertaking to furnish them to the SEC upon request.

Skyworks Solutions 8-K Report, Executive Changes (Feb 9, 2023)

Skyworks Solutions, Inc. filed this Form 8-K under Item 5.02 to report the unanimous appointment of Maryann Turcke to its Board of Directors. In connection with the appointment, the Board size was increased from eight to nine members. Ms. Turcke will serve until the Registrant's 2023 annual meeting of stockholders, where she will be a nominee for election by stockholders, and thereafter until her successor is duly elected and qualified. The Board has not yet determined Ms. Turcke's committee assignments. The appointment was made upon the recommendation of the Nominating and Corporate Governance Committee. Compensation for Ms. Turcke will follow the Registrant's Cash Compensation Plan for Directors and the Amended and Restated 2008 Director Long-Term Incentive Plan, as Amended, both previously filed with the SEC on May 4, 2022 as exhibits to a Form 10-Q. She will also be eligible for equity awards under the latter plan, including an initial award of restricted stock units.

Skyworks Solutions 8-K Report, Corporate Update (Feb 6, 2023)

Skyworks Solutions, Inc. (SWKS) reported in a Form 8-K filed February 6, 2023 that its board of directors authorized on January 31, 2023 a new stock repurchase program of up to $2.0 billion of the Company's common stock. The program runs from time to time through February 1, 2025 and may be executed on the open market or in privately negotiated transactions, in compliance with applicable securities laws. The new authorization succeeds in its entirety the $2.0 billion stock repurchase program approved by the board on January 26, 2021, meaning the earlier program is replaced rather than supplemented. Timing and amount of repurchases will be determined by management based on market conditions and other factors, and the program may be suspended or discontinued at any time. The Company currently expects to fund the repurchases using its working capital. The filing is limited to this single disclosure under Item 8.01 (Other Events) and contains no financial results or operating metrics.