What is the deal structure and what will Qorvo shareholders receive?

Qorvo will merge into a Skyworks subsidiary in a two-step integrated transaction, with Qorvo surviving as a wholly owned subsidiary of Skyworks. Each Qorvo common share will be converted into 0.960 shares of Skyworks common stock and $32.50 in cash, subject to applicable withholding taxes.

What is the expected timing and what could delay the closing?

The filing states the transaction is currently anticipated to close early in calendar year 2027. Closing depends on required regulatory approvals, including certain antitrust and foreign investment approvals, and other customary conditions. The FTC issued a Second Request, which extends the HSR waiting period until 30 days after both companies substantially comply.

How will the deal be financed and what is the impact on debt?

The pro forma statements assume the entire $2,860 million cash consideration is funded with new debt at an assumed 5% interest rate. Pro forma long-term debt would be $4,790 million, compared with Skyworks' historical $497 million and Qorvo's $1,549 million. The filing notes the actual funding may combine new debt with cash from operations.

What do the pro forma results show?

The unaudited pro forma combined net revenue is $3,780 million for the six months ended April 3, 2026, with net income of $148 million. For the twelve months ended October 3, 2025, pro forma net loss is $54 million. These figures are preliminary, exclude synergies and integration costs, and are not indicative of future results.

What are the termination fees if the deal fails?

Under specified circumstances, either Qorvo or Skyworks would pay the other a termination fee of $298.7 million. If the deal is terminated after an injunction arising from certain antitrust or foreign investment laws, or after failure to receive certain required regulatory approvals, Skyworks would pay Qorvo $100.0 million.

SWKS 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed May 20, 2026. Cited figures are marked; the original filing is the authoritative source.

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^a 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^b, 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^c, 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^d in general and $100.0 million in certain antitrust or foreign investment circumstances.

02—Key points

Key Highlights

Merger terms: Qorvo shareholders would receive 0.960 Skyworks shares plus $32.50 in cash per share; the filing estimates Qorvo and Skyworks equityholders would own about 37% and 63% of the combined company.
Estimated total merger consideration of $8,597 million, consisting of $2,860 million cash, $5,643 million of Skyworks stock, and $94 million of assumed Qorvo equity awards attributable to pre-combination services.
Pro forma estimated goodwill of $4,490 million and identifiable intangible assets of $3,643 million, both preliminary.
Qorvo fiscal 2026 results: revenue of $3,678.5 million, operating income of $411.4 million, and net income of $339.0 million, up from $55.6 million in fiscal 2025.
Regulatory status: the FTC issued a Second Request on February 5, 2026, and both companies' stockholders approved the merger on February 11, 2026; closing is currently anticipated in early calendar 2027.
Termination fees: $298.7 million payable by either party under specified circumstances, and $100.0 million payable by Skyworks under certain antitrust or foreign investment failures.
Financing: the pro forma statements assume the full $2,860 million cash consideration is funded with new debt, and pro forma long-term debt is $4,790 million.

03—Questions

Frequently Asked Questions

What is the deal structure and what will Qorvo shareholders receive?
Qorvo will merge into a Skyworks subsidiary in a two-step integrated transaction, with Qorvo surviving as a wholly owned subsidiary of Skyworks. Each Qorvo common share will be converted into 0.960 shares of Skyworks common stock and $32.50 in cash, subject to applicable withholding taxes.
What is the expected timing and what could delay the closing?
The filing states the transaction is currently anticipated to close early in calendar year 2027. Closing depends on required regulatory approvals, including certain antitrust and foreign investment approvals, and other customary conditions. The FTC issued a Second Request, which extends the HSR waiting period until 30 days after both companies substantially comply.
How will the deal be financed and what is the impact on debt?
The pro forma statements assume the entire $2,860 million cash consideration is funded with new debt at an assumed 5% interest rate. Pro forma long-term debt would be $4,790 million, compared with Skyworks' historical $497 million and Qorvo's $1,549 million. The filing notes the actual funding may combine new debt with cash from operations.
What do the pro forma results show?
The unaudited pro forma combined net revenue is $3,780 million for the six months ended April 3, 2026, with net income of $148 million. For the twelve months ended October 3, 2025, pro forma net loss is $54 million. These figures are preliminary, exclude synergies and integration costs, and are not indicative of future results.
What are the termination fees if the deal fails?
Under specified circumstances, either Qorvo or Skyworks would pay the other a termination fee of $298.7 million. If the deal is terminated after an injunction arising from certain antitrust or foreign investment laws, or after failure to receive certain required regulatory approvals, Skyworks would pay Qorvo $100.0 million.

04—Continue

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