What is the proposed transaction?

Skyworks will acquire Qorvo through a two-step merger under an Agreement and Plan of Merger dated October 27, 2025. Qorvo first merges into a Skyworks subsidiary as a wholly owned subsidiary, then merges into a second Skyworks subsidiary, Merger Sub II, which survives.

When will stockholders vote on the merger?

Both Skyworks and Qorvo will hold special stockholder meetings on February 11, 2026, to consider the transactions as described in the Joint Proxy Statement/Prospectus.

What legal challenges has the transaction faced?

Two lawsuits were filed in the Supreme Court of the State of New York, County of New York, on January 20 and January 21, 2026, alleging disclosure deficiencies and seeking injunctive relief, rescission and damages. Demand letters from purported stockholders of both companies raise similar disclosure concerns. Both companies state the allegations are without merit.

Why are the companies supplementing the proxy disclosures?

The companies state they are supplementing voluntarily to avoid nuisance, cost and distraction, to preclude efforts to delay completion of the Mergers, and to provide additional information to stockholders, without admitting any liability or the materiality of the disclosures.

SWKS 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed January 30, 2026. Cited figures are marked; the original filing is the authoritative source.

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^a) 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.

02—Key points

Key Highlights

Merger structure: Qorvo becomes a wholly owned subsidiary of Skyworks through a First Merger, followed by a Second Merger into Merger Sub II, as one integrated transaction.
Stockholder meetings for both Skyworks and Qorvo are scheduled for February 11, 2026.
Two lawsuits were filed in New York Supreme Court (Kelly on January 20, 2026; Kent on January 21, 2026) seeking injunctive relief, rescission and damages.
Demand letters from purported stockholders of both companies allege deficiencies in the Registration Statement; Skyworks and Qorvo deny the allegations.
Qorvo merger consideration of $103.58 per share is cited, implied by Skyworks' closing price on October 24, 2025, against a Centerview implied per-share range of $92.47 to $116.60.
Net debt figures disclosed: Skyworks approximately ($388 million) and Qorvo approximately $430 million as of September 30, 2025.
Revised golden parachute amounts were restated for Qorvo's named executive officers, including Robert A. Bruggeworth at 32,294,193 and 31,756,525 (the filing shows both figures).

03—Questions

Frequently Asked Questions

What is the proposed transaction?
Skyworks will acquire Qorvo through a two-step merger under an Agreement and Plan of Merger dated October 27, 2025. Qorvo first merges into a Skyworks subsidiary as a wholly owned subsidiary, then merges into a second Skyworks subsidiary, Merger Sub II, which survives.
When will stockholders vote on the merger?
Both Skyworks and Qorvo will hold special stockholder meetings on February 11, 2026, to consider the transactions as described in the Joint Proxy Statement/Prospectus.
What legal challenges has the transaction faced?
Two lawsuits were filed in the Supreme Court of the State of New York, County of New York, on January 20 and January 21, 2026, alleging disclosure deficiencies and seeking injunctive relief, rescission and damages. Demand letters from purported stockholders of both companies raise similar disclosure concerns. Both companies state the allegations are without merit.
Why are the companies supplementing the proxy disclosures?
The companies state they are supplementing voluntarily to avoid nuisance, cost and distraction, to preclude efforts to delay completion of the Mergers, and to provide additional information to stockholders, without admitting any liability or the materiality of the disclosures.
What does the filing reveal about the valuation analyses?
The filing adds details to the financial advisors' analyses, including discount rate ranges, terminal multiples, net debt and cash figures as of September 30, 2025, and the approximately 96.1 million Qorvo and 156.6 million Skyworks fully diluted shares used. Goldman Sachs' standalone Skyworks per-share range is $89.16 to $123.97, and its pro forma range is $99.16 to $142.43.

04—Continue

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