01—Abstract
Summary
Summary of the 8-K filed September 30, 2026. Cited figures are marked; the original filing is the authoritative source.
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%a 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.
02—Key points
Key Highlights
- Skyworks has received all necessary regulatory clearances for the proposed combination with Qorvo, Inc.
- The Mergers are expected to close on or about October 5, 2026, subject to remaining customary closing conditions.
- The transaction was announced October 28, 2025 as a cash-and-stock combination creating a U.S.-based global leader in high-performance RF, analog and mixed-signal semiconductors.
- Skyworks is conducting exchange offers and consent solicitations for Qorvo's 4.375% Senior Notes due 2029 and 3.375% Senior Notes due 2031, conditioned on closing of the Mergers.
- Consent Payments are expected to be paid concurrently with or promptly following closing of the Mergers.
- Exchange offers are currently expected to expire at 5:00 p.m. New York City time on October 2, 2026, with an extension expected to a date after closing.
- The filing discloses no financial results or deal financial terms beyond the cash-and-stock structure.
03—Questions
Frequently Asked Questions
When is the Skyworks-Qorvo combination expected to close?
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.
Has the transaction received regulatory approval?
Yes. Skyworks announced on September 30, 2026 that it has received all necessary regulatory clearances to proceed with the transaction.
Are the exchange offers for Qorvo's notes dependent on the Mergers closing?
Yes. Each exchange offer and consent solicitation is conditioned upon the 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.
When do the exchange offers expire?
The exchange offers are currently expected to expire at 5:00 p.m. New York City time on October 2, 2026. Skyworks anticipates issuing a separate press release to extend the expiration date to a time after the Mergers close.
What are the Consent Payments and when will they be paid?
The filing refers to Consent Payments defined in the Prospectus associated with the consent solicitations. Skyworks expects to pay them concurrently with, or promptly following, the closing of the Mergers.
04—Continue