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) 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.
02—Key points
Key Highlights
- Merger Agreement with Qorvo, Inc. was entered into on October 27, 2025, using a two-step structure: a First Merger followed by a Second Merger into a Skyworks subsidiary.
- The HSR Act waiting period has expired, and the FTC allowed the Timing Agreement to expire on August 1, 2026 without further action.
- Foreign investment approvals have been cleared in all jurisdictions where filings were made.
- China's State Administration for Market Regulation and South Korea's Korea Fair Trade Commission are the only jurisdictions still open.
- Skyworks is hopeful the transaction will close within the calendar year and is preparing to close as early as within the fiscal year, with no assurance of timing.
- The Form S-4 registration statement (File No. 333-291947) was declared effective on December 23, 2025, and the joint proxy statement/prospectus was mailed to stockholders on or about that date.
- Closing remains subject to customary conditions, including the remaining antitrust and foreign investment approvals.
03—Questions
Frequently Asked Questions
What is the transaction Skyworks is pursuing with Qorvo?
Under the Merger Agreement dated October 27, 2025, Merger Sub I will merge with and into Qorvo, with Qorvo surviving as a wholly owned Skyworks subsidiary. Qorvo will then merge into Merger Sub II in a second step, with Merger Sub II continuing as the surviving entity and a wholly owned Skyworks subsidiary.
Has the U.S. antitrust review been completed?
Yes. The filing states the applicable HSR Act waiting period has expired, and the FTC allowed the Timing Agreement to expire on August 1, 2026 without taking further action.
What regulatory approvals remain outstanding?
The State Administration for Market Regulation in China and the Korea Fair Trade Commission in South Korea are the only jurisdictions that remain open. The filing says the parties are continuing to work constructively with both.
When does Skyworks expect the transaction to close?
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. It cautions that there can be no assurance the closing will occur on that timeline, and closing remains subject to satisfaction or waiver of all closing conditions.
What shareholder approval steps have already occurred?
The Form S-4 registration statement was declared effective on December 23, 2025, and the joint proxy statement/prospectus was mailed to stockholders of Skyworks and Qorvo on or about December 23, 2025.
04—Continue