What will Qorvo shareholders receive in the merger?

Each share of Qorvo common stock will be converted into 0.960 shares of Skyworks common stock and $32.50 in cash, without interest and subject to applicable withholding taxes.

What is the status of regulatory review?

On February 5, 2026, Qorvo and Skyworks each received a Second Request from the FTC under the HSR Act. The waiting period extends until 30 days after each company has substantially complied with the request, unless extended or terminated sooner. Closing also requires certain antitrust and foreign investment approvals.

How will the cash portion be funded?

The pro forma statements assume $2,000 million of new debt financing, with the remainder of the cash consideration funded from cash accumulated through operating activities. The filing estimates total cash consideration at $2,867 million.

What happens to Qorvo's existing senior notes?

Skyworks is offering to exchange Qorvo's 2029 and 2031 Notes for new Skyworks notes, with the offers open until September 1, 2026 unless extended. Holders consented to amendments that would remove most restrictive covenants. These amendments become operative only at closing or upon settlement of the exchange offers, and they cease if the merger is not completed.

When is the merger expected to close?

The company says it is "increasingly hopeful" the transaction will close within the calendar year, subject to satisfaction or waiver of all closing conditions. It states there can be no assurance of that timeline.

SWKS 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed August 3, 2026. Cited figures are marked; the original filing is the authoritative source.

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^a 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^b, 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^c 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^d 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.

02—Key points

Key Highlights

Merger structure: Qorvo becomes a wholly owned subsidiary of Skyworks through a two-step First Merger and Second Merger. Each Qorvo share converts into 0.960 Skyworks shares plus $32.50 in cash.
Ownership split: Skyworks expects its equityholders to own approximately 63% of the combined company and Qorvo equityholders approximately 37%, on a pro forma basis.
Regulatory status: Both companies received an FTC Second Request on February 5, 2026. Closing requires certain antitrust and foreign investment approvals, and the company is "increasingly hopeful" of closing within the calendar year.
Termination fees: Each party owes a $298.7 million termination fee in specified circumstances. Skyworks owes Qorvo $100.0 million in certain antitrust or foreign investment-related scenarios.
Qorvo Q1 FY2027 results (quarter ended June 27, 2026): revenue of $784.8 million versus $818.8 million a year earlier, and net income of $85.8 million versus $25.6 million.
Pro forma estimates: total merger consideration of $8,433 million, including $2,867 million in cash, and estimated goodwill of $4,156 million, based on preliminary purchase price allocations.
Debt exchange: Skyworks is exchanging Qorvo's 4.375% 2029 Notes and 3.375% 2031 Notes for new Skyworks notes, with the offers open until September 1, 2026 unless extended. Holders consented to eliminate most restrictive covenants, effective only if the merger closes.

03—Questions

Frequently Asked Questions

What will Qorvo shareholders receive in the merger?
Each share of Qorvo common stock will be converted into 0.960 shares of Skyworks common stock and $32.50 in cash, without interest and subject to applicable withholding taxes.
What is the status of regulatory review?
On February 5, 2026, Qorvo and Skyworks each received a Second Request from the FTC under the HSR Act. The waiting period extends until 30 days after each company has substantially complied with the request, unless extended or terminated sooner. Closing also requires certain antitrust and foreign investment approvals.
How will the cash portion be funded?
The pro forma statements assume $2,000 million of new debt financing, with the remainder of the cash consideration funded from cash accumulated through operating activities. The filing estimates total cash consideration at $2,867 million.
What happens to Qorvo's existing senior notes?
Skyworks is offering to exchange Qorvo's 2029 and 2031 Notes for new Skyworks notes, with the offers open until September 1, 2026 unless extended. Holders consented to amendments that would remove most restrictive covenants. These amendments become operative only at closing or upon settlement of the exchange offers, and they cease if the merger is not completed.
When is the merger expected to close?
The company says it is "increasingly hopeful" the transaction will close within the calendar year, subject to satisfaction or waiver of all closing conditions. It states there can be no assurance of that timeline.

04—Continue

← View all 8-K filings