Form 8-K
8-K — SKYWORKS SOLUTIONS, INC.
Accession: 0001104659-26-113538
Filed: 2026-10-05
Period: 2026-10-05
CIK: 0000004127
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Completion of Acquisition or Disposition of Assets
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2626934d1_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (tm2626934d1_ex99-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 5, 2026
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
001-05560
04-2302115
(State or
other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification
No.)
5260
California Avenue
Irvine, California 92617
(Address
of principal executive offices)
(Zip Code)
(949)
231-3000
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
Trading
Symbol(s)
Name of
each exchange on which registered
Common
Stock, par value $0.25 per share
SWKS
Nasdaq
Global Select Market
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
INTRODUCTORY NOTE
This Current Report on Form 8-K is being filed in connection with
the completion on October 5, 2026 (the “Closing Date”), of the previously announced merger transaction between
Skyworks Solutions, Inc. (“Skyworks”) and Qorvo, Inc. (“Qorvo”), pursuant to the Agreement
and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated as of October 27, 2025, by and
among Skyworks, Qorvo, Comet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Skyworks (“Merger
Sub I”), and Comet Acquisition II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Skyworks
(“Merger Sub II”).
Pursuant to the Merger Agreement, on the Closing Date, (i) Merger
Sub I merged with and into Qorvo (the “First Merger”), with Qorvo surviving the First Merger as a wholly owned subsidiary
of Skyworks (the “Surviving Corporation”), and (ii) immediately following the First Merger, and as the second
step in a single integrated transaction with the First Merger, the Surviving Corporation merged with and into Merger Sub II (the “Second
Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II continuing as the surviving
entity in the Second Merger and a wholly owned subsidiary of Skyworks (the “Surviving Company”). Capitalized terms
used but not defined herein have the meanings specified in the Merger Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and in Items 2.03,
5.02 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Merger Consideration
Pursuant to the terms of the Merger Agreement, at the effective time
of the First Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of Qorvo (“Qorvo
Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Qorvo Common Stock that
were held (a) directly or indirectly, by any wholly-owned subsidiary of Qorvo immediately prior to the Effective Time, (b) by
Qorvo (or in Qorvo’s treasury), and (c) directly or indirectly, by Skyworks, Merger Sub I, Merger Sub II or any other wholly-owned
subsidiary of Skyworks immediately prior to the Effective Time) was converted into the right to receive (i) 0.960 (the “Exchange
Ratio”) shares of common stock, par value $0.25 per share, of Skyworks (“Skyworks Common Stock”), without
interest, and (ii) $32.50 in cash, without interest (the “Per Share Cash Amount”), subject to applicable withholding
taxes, (the foregoing clauses (i) and (ii), collectively, the “Merger Consideration”). No fractional shares
of Skyworks Common Stock are being issued in the Mergers and Qorvo stockholders became entitled to receive cash in lieu of any fractional
shares, as specified in the Merger Agreement.
Treatment of Equity Awards
Pursuant to the Merger Agreement, at the Effective Time, each outstanding
equity award with respect to Qorvo Common Stock was treated as follows:
· Each outstanding Qorvo restricted stock unit (“Qorvo RSU Award”)
that (a) was vested but not yet settled as of immediately prior to the Effective Time, (b) by its terms became vested in all
respects as a result of the occurrence of the Closing or (c) was held by a non-employee member of the Qorvo board of directors as
of immediately prior to the Effective Time (collectively, the “Accelerated Qorvo RSUs”), was cancelled in consideration
for the right to receive (i) the Merger Consideration in respect of each share of Qorvo Common Stock that was subject to such Accelerated
Qorvo RSU immediately prior to the Effective Time and (ii) an amount in cash equal to all dividend equivalents, if any, accrued but
unpaid as of the Effective Time with respect to each such Accelerated Qorvo RSU. The number of shares of Qorvo Common Stock subject to
any Accelerated Qorvo RSUs that remained subject to performance-based vesting conditions as of immediately prior to the Closing Date (i.e.,
any Qorvo RSU Award for which the level of performance vesting had not yet been determined) was determined by assuming, in respect of
such Qorvo RSU Award, achievement at target performance, subject to certain exceptions for individuals for whom achievement was assumed
at the greater of target performance and actual performance as of immediately prior to the Effective Time.
· Each outstanding Qorvo RSU Award that was not an Accelerated Qorvo RSU (the
“Unvested Qorvo RSU Awards”), was assumed by Skyworks and converted automatically into a restricted stock unit award
covering shares of Skyworks Common Stock (each, an “Adjusted RSU Award”), on the same terms and conditions as were
applicable to such Qorvo RSU Award immediately prior to the Effective Time (other than performance-based vesting conditions, which no
longer apply following the Effective Time, with dividend equivalents continuing to accrue in respect of such Adjusted RSU Awards and with
all accrued dividend equivalents paid at such time as the Adjusted RSU Award is settled), except that the number of shares of Skyworks
Common Stock subject to each such Adjusted RSU Award as of the Effective Time was determined by multiplying (a) the number of shares
of Qorvo Common Stock subject to the corresponding Unvested Qorvo RSU Award immediately prior to the Effective Time by (b) an amount
equal to the sum of (i) the Exchange Ratio, plus (ii) the quotient obtained by dividing the Per Share Cash Amount by the volume
weighted average trading price of Skyworks Common Stock on Nasdaq for the five (5) consecutive trading days ending on the trading
day immediately preceding the Closing Date, as calculated by Bloomberg L.P. (such amount, the “Conversion Ratio”),
with any fractional shares in the resulting product rounded to the nearest whole share. The number of shares of Qorvo Common Stock subject
to any such Unvested Qorvo RSU Award that remain subject to performance-based vesting conditions for which the level of performance vesting
had not yet been determined as of immediately prior to the Closing Date, including any accrued but unpaid dividend equivalents, was determined
by assuming, in respect of such Unvested Qorvo RSU Award, achievement at target performance, subject to certain exceptions for individuals
for whom achievement was assumed at the greater of target performance and actual performance as of immediately prior to the Effective
Time. In the event of a termination of employment of any holder of an Adjusted RSU Award by Skyworks, the Surviving Company or one
of their affiliates without “cause” or by such holder with “good reason” (each as defined in the applicable Qorvo
equity plan or equity award agreement), in each case within the eighteen (18)-month period following the Closing Date, any such Adjusted
RSU Awards held by such holder will accelerate and vest in full.
The foregoing summary of the transactions contemplated by the Merger
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement,
a copy of which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Skyworks with the U.S. Securities and
Exchange Commission (the “SEC”) on October 28, 2025, and is incorporated by reference as Exhibit 2.1 to this
Current Report on Form 8-K.
As previously disclosed, on August 10, 2026, Skyworks issued $800,000,000
5.000% Senior Notes due 2028, $600,000,000 5.750% Senior Notes due 2032 and $600,000,000 6.250% Senior Notes due 2036 (collectively, the “Notes”),
pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-297918) filed with the SEC on August 3,
2026. The net proceeds received from the sale of the Notes were used to finance the cash consideration for the Mergers.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and in Items 2.01,
2.03 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Resignations and Appointment of Directors
In accordance with the terms of the Merger Agreement,
immediately following the Effective Time, the size of the board of directors of Skyworks (the “Skyworks Board”) was
increased to consist of eleven (11) directors: (i) Philip G. Brace, who continues to serve as the Chief Executive Officer of Skyworks,
(ii) seven (7) directors designated by Skyworks (the “Skyworks Designees”) and (iii) three (3) directors
designated by Qorvo (the “Qorvo Designees”), each of whom will hold office until the next annual meeting of stockholders
of Skyworks.
In addition to Mr. Brace, the Skyworks Designees are Christine
King, Alan S. Batey, Eric J. Guerin, Suzanne E. McBride, David P. McGlade, Robert A. Schriesheim and Maryann Turcke (each of whom was
an existing director of Skyworks as of immediately prior to the Effective Time). The Qorvo Designees are Robert A. Bruggeworth, Richard
L. Clemmer and Christopher R. Koopmans.
Each of the Qorvo Designees will be eligible to receive compensation
for their service as directors on the same basis as other non-employee directors of Skyworks (as described in Skyworks’ definitive
proxy statement filed with the SEC on April 3, 2026). In accordance with the directors’ equity compensation program, on the
fifth business day following the date of their initial appointment to the Board, each of the Qorvo Designees will automatically be granted
an award consisting of restricted stock units with an aggregate grant date fair value of approximately $230,000, prorated for the period
from the date of appointment to the scheduled date of Skyworks’ next annual meeting of stockholders. The number of restricted stock
units subject to each award will be determined by reference to the average closing price of Skyworks Common Stock over the 30 consecutive
trading day period ending on (and including) the grant date, and rounding such result to the nearest whole share (with .50 and greater
being rounded up). Each award will vest on the scheduled date of Skyworks’ next annual meeting of stockholders, subject to the director’s
continued service on the Skyworks Board through such date.
Effective upon and in connection with the Closing, Kevin L. Beebe resigned
from the Skyworks Board and all committees of the Skyworks Board. Such resignation was not the result of any disagreement with Skyworks
on any matter relating to Skyworks’ operations, policies or practices.
As of the date of this Current Report on Form 8-K, appointments
for Qorvo Designees to committees of the Skyworks Board have not yet been determined. Skyworks will file an amendment to this Current
Report on Form 8-K under Item 5.02 containing such information within four business days after the committee appointments are determined
or otherwise become available.
None of Mr. Bruggeworth, Mr. Clemmer or Mr. Koopmans
has any family relationship with Skyworks’ directors or executive officers or any persons nominated or chosen by Skyworks to be
a director or executive officer, and none of Mr. Bruggeworth, Mr. Clemmer or Mr. Koopmans is a party to any transaction,
or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Officer Transitions
Effective upon and in connection with the Closing, Robert Terry, one
of Skyworks’ named executive officers for fiscal year 2025, ceased to serve as Senior Vice President, General Counsel and Secretary
of Skyworks, and Mr. Terry’s last day of employment with Skyworks will be October 5, 2026. Upon his departure, Mr. Terry
will receive separation benefits in connection with a termination without cause as provided for in Skyworks’ Severance and Change
in Control Benefits Plan, a copy of which has been previously filed with the SEC, provided that any outstanding equity awards held by
him will be treated in accordance with their terms, as amended. From and after the Closing, Jason K. (J.K.) Givens, formerly Qorvo's Senior
Vice President and General Counsel, Secretary, will be Skyworks’ Senior Vice President and General Counsel, Secretary.
Item 8.01 Other Events.
On October 5, 2026, Skyworks issued a press release announcing
consummation of the transaction between Skyworks and Qorvo. The full text of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Skyworks’ and Qorvo’s current
expectations, estimates and projections about the potential benefits of the transaction between Skyworks and Qorvo, their respective businesses
and industries, management’s beliefs and certain assumptions made by Skyworks and Qorvo, all of which are subject to change. In
this context, forward-looking statements often address expected future business and financial performance and financial condition, and
often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions
or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking
statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees
of future results, such as statements about the anticipated benefits of the transaction. These and other forward-looking statements are
not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results
to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements
and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include,
but are not limited to: (i) failure to realize the anticipated benefits of the transaction, including as a result of delay in integrating
the businesses of Skyworks and Qorvo; (ii) Skyworks’ and Qorvo’s ability to implement their business strategies; (iii) pricing
trends; (iv) potential litigation relating to the transaction that has been or could be instituted against the parties or their respective
directors; (v) the risk that disruptions from the transaction will harm Skyworks’ or Qorvo’s business, including current
plans and operations; (vi) the ability of Skyworks or Qorvo to retain and hire key personnel; (vii) potential adverse reactions
or changes to business relationships resulting from the completion of the transaction (viii) uncertainty as to the long-term value
of Skyworks’ common stock; (ix) legislative, regulatory and economic developments affecting Skyworks’ and Qorvo’s
businesses; (x) general economic and market developments and conditions; (xi) the evolving legal, regulatory and tax regimes
under which Skyworks and Qorvo operate; (xii) potential business uncertainty, including changes to existing business relationships,
as a result of the transaction that would affect the parties’ financial performance; and (xiii) unpredictability and severity
of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Skyworks’
and Qorvo’s response to any of the aforementioned factors. These risks, as well as other risks associated with the transaction,
are more fully discussed in the joint proxy statement/prospectus previously filed in connection with the transaction. While the list of
factors presented here and in the joint proxy statement/prospectus are considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the
realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties
and similar risks, any of which could have a material adverse effect on Skyworks’ or Qorvo’s consolidated financial condition,
results of operations or liquidity. Neither Skyworks nor Qorvo assumes any obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except
as otherwise required by securities and other applicable laws.
Item 9.01. Financial Statements
and Exhibits
(a) Financial Statements of Business
Acquired
Financial statements, to the extent required by
this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that
this Current Report on Form 8-K is required to be filed.
(b) Pro-Forma Financial Information
Financial statements, to the extent required by
this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that
this Current Report on Form 8-K is required to be filed.
(d) Exhibits
Exhibits
Number
Description
2.1
Agreement
and Plan of Merger, dated as of October 27, 2025, by and among Skyworks, Merger Sub I, Merger Sub II, and Qorvo (incorporated by
reference to Exhibit 2.1 to Skyworks’ Current Report on Form 8-K filed with the SEC on October 28, 2025, File No. 001-05560)*
99.1
Press Release,
dated October 5, 2026
104
Cover Page Interactive
Data File - the cover page XBRL tags are embedded within the Inline XBRL document
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule upon request by the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Skyworks Solutions, Inc.
October 5, 2026
By:
/s/ Philip M. Carter
Name:
Philip M. Carter
Title:
Senior Vice President and Chief Executive Officer
EX-99.1 — EXHIBIT 99.1
EX-99.1
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Exhibit 99.1
Media Relations:
Constance Griffiths
(949) 230-4867
Constance.Griffiths@skyworks.com
Investor Relations:
Raji Gill
(949) 508-0973
Raji.Gill@skyworks.com
Skyworks Completes Combination with Qorvo
Expands technology portfolio and addressable
market, with $500 million or more in expected annual cost synergies and immediate non-GAAP EPS accretion
IRVINE, Calif., -- Oct. 5, 2026 -- Skyworks (Nasdaq: SWKS) today
announced the successful completion of its combination with Qorvo. The close of the transaction creates a U.S.-based, global leader in
high-performance radio frequency (RF), power management, and analog and mixed-signal semiconductor solutions.
“This combination is about far more than
bringing two companies together,” said Phil Brace, chief executive officer and president of Skyworks. “Our customers are tackling
increasingly complex challenges and need partners with the capabilities, engineering expertise and scale to help them innovate faster.
Together, we are well positioned to deliver more integrated, system-level solutions and accelerate the next generation of connected technologies.
Today marks an important milestone—but it is only the beginning. We see an extraordinary opportunity to create long-term value for
our customers, shareholders and employees while helping shape the future of our industry.”
The transaction creates a larger, more diversified
semiconductor company, combining complementary RF, analog, and power technologies with expanded engineering capabilities — approximately
8,000 engineers and more than 12,000 issued and pending patents.
1
In Mobile, the combination
broadens its RF front-end portfolio, positioning the company to benefit from rising RF complexity. As 5G-Advanced evolves and
the industry moves toward 6G, smartphones are expected to support more frequency bands, new spectrum and AI-driven features, increasing
demand for highly integrated RF solutions.
Beyond Mobile, the combination more than doubles
Skyworks' addressable market and establishes a platform spanning physical AI and connected edge, defense and aerospace, data center and
networking, and automotive. It also broadens the technology portfolio into RF GaN, low-voltage power, and wired broadband.
Skyworks will benefit
from greater end-market breadth, strengthened domestic manufacturing, and annualized cost synergies of $500 million or more, expected
to be realized within 24 to 36 months post-close when the companies are fully integrated.
The transaction is expected to be immediately accretive
to non-GAAP EPS while maintaining a favorable capital structure. Skyworks will provide financial guidance on its fiscal fourth-quarter
earnings call on Nov. 3.
Bob Bruggeworth, former chief executive officer
and president of Qorvo and a member of the Skyworks Board of Directors, added, “This next chapter begins with an immense amount
of pride. I've had the opportunity to see firsthand our teams preparing for this moment with tremendous focus and discipline. I have great
confidence in the future of the combined company and its ability to deliver on the promise of the combination.”
Under the terms of the merger agreement, Qorvo
shareholders are entitled to receive $32.50 in cash and 0.960 of Skyworks’ common share for each share of Qorvo common stock they
owned. Legacy Skyworks shareholders own approximately 63% of the combined company and legacy Qorvo shareholders own approximately 37%,
on a fully diluted basis. The company will continue to operate as Skyworks and trade under the SWKS ticker symbol on the NASDAQ market.
2
As previously announced, Phil Brace will continue
to serve as chief executive officer and president of Skyworks. Bob Bruggeworth, Richard Clemmer and Chris Koopmans, formerly on the Qorvo
board of directors, have each joined the Skyworks Board of Directors.
Advisors
Qatalyst Partners and Goldman Sachs &
Co. LLC acted as financial advisors to Skyworks, with Skadden, Arps, Slate, Meagher & Flom LLP serving as Skyworks’ legal
advisor.
Centerview Partners LLC was exclusive financial advisor and Davis Polk &
Wardwell LLP acted as legal advisor to Qorvo.
About Skyworks
Skyworks® is a global leader in high-performance
RF, precision timing, power management and mixed-signal solutions that power the intelligent, connected world. Through deep engineering
expertise, Skyworks helps customers address rising complexity and deliver seamless connectivity across smartphones, vehicles, networks
and critical infrastructure.
From defense and aerospace systems to the connected
edge, AI infrastructure and next-generation automotive platforms, Skyworks provides the essential technologies that connect, synchronize
and power physical AI, as intelligence moves out of the data center and into the real world. Harnessing decades of technical leadership
and trusted partnerships across the technology ecosystem, Skyworks helps the world's leading innovators bring next-generation products
and services to market.
Skyworks is a member
of the S&P 500® market index (Nasdaq: SWKS). For more information, please visit www.skyworksinc.com.
3
Forward Looking Statements
This press release includes
“forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include information relating to future events, prospects, expectations
and results of Skyworks (e.g., certain projections and business trends, including with respect to future sales and revenue, as well as
statements regarding the recently completed combination with Qorvo, Inc. (“Qorvo”)). Forward-looking statements can often
be identified by words such as “anticipates,” “estimates,” “expects,” “forecasts,” “intends,”
“believes,” “plans,” “may,” “will” or “continue,” and similar expressions
and variations or negatives of these words. All such statements are subject to certain risks, uncertainties and other important factors
that could cause actual results to differ materially and adversely from those projected and may affect our future operating results, financial
position and cash flows.
These risks, uncertainties
and other important factors include: the potential impacts on our business, reputation, relationships, results of operations, cash flows
and financial condition as a result of the combination with Qorvo, Inc.; the possibility that expected benefits related to such transactions
with Qorvo may not materialize as expected; our business experiencing disruptions as a result of the acquisition, including factors making
it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; the diversion
of management time to integration of the business; our being unable to successfully implement integration strategies or to achieve expected
synergies and operating efficiencies within the expected time-frames or at all; the costs, fees, expenses and other charges related to
the transactions with Qorvo, including with respect to any related litigation; reduced flexibility in operating our business as a result
of the substantial amount of additional indebtedness we have incurred and may in the future incur in connection with the Qorvo transactions;
unexpected costs, charges and expenses related to the integration of the parties’ businesses; the risks of doing business internationally,
including from trade war or trade protection measures (e.g., tariffs, retaliatory tariffs and other countermeasures or taxes), increased
import/export restrictions and controls (e.g., our ability to obtain foreign-sourced raw materials, including from Chinese-based sources,
as well as our ability to sell products to certain specified foreign entities only pursuant to a limited export license from the U.S.
Department of Commerce), the susceptibility of the semiconductor industry and the markets addressed by our, and our customers’,
products to economic cycles or changes in economic conditions, including inflation and recession that could result from trade war or trade
protection measures; our reliance on a small number of key customers for a large percentage of our sales; decreased gross margins and
loss of market share as a result of increased competition; our ability to obtain design wins from customers; our ability to convert design
wins into revenue; market acceptance of our products and our customers’ products, including market acceptance of new, emerging technologies
such as AI; the mix and volume of phone models sold by our largest customer; delays in the deployment of commercial 5G networks or in
consumer adoption of 5G-enabled devices; the volatility of our stock price; changes in laws, regulations and/or policies that could adversely
affect our operations and financial results, the economy and our customers’ demand for our products, or the financial markets and
our ability to raise capital; fluctuations in our manufacturing yields due to our complex and specialized manufacturing processes; our
ability to develop, manufacture and market innovative products, avoid product obsolescence, reduce costs in a timely manner, transition
our products to smaller geometry process technologies and achieve higher levels of design integration; the quality of our products and
any defect remediation costs; our products’ ability to perform under stringent operating conditions; the availability and pricing
of third-party semiconductor foundry, assembly and test capacity, raw materials, including rare earth and similar minerals, supplier components,
equipment and shipping and logistics services, including limits on our customers’ ability to obtain such services and materials;
risks that we may not be able to optimize our manufacturing footprint and achieve any financial and operational benefits from such efforts,
including reducing fixed costs or improving utilization rates, disruptions to our manufacturing processes, including relating to any relocation
of our key facilities; our ability to successfully manage our senior management transitions; our ability to retain, recruit and hire key
executives or the departure of any such executives, technical personnel and other employees in the positions and numbers, with the experience
and capabilities, and at the compensation levels needed to implement our business and product plans; the timing, rescheduling or cancellation
of significant customer orders and our ability, as well as the ability of our customers, to manage inventory; other economic, social,
military and geopolitical conditions in the countries in which we, our customers or our suppliers operate, including the conflicts in
Ukraine, Iran and other regions in the Middle East, possible disruptions in transportation networks, and fluctuations in foreign
currency exchange rates; the effects of global health crises on business conditions in our industry, including the risk of significant
disruptions to our business operations, as well as negative impacts to our financial condition; our ability to prevent theft of our intellectual
property, disclosure of confidential information or breaches of our information technology systems; uncertainties of litigation, including
potential disputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such
rights; our ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties;
our ability to make certain investments and acquisitions, integrate Qorvo and other companies we acquire and/or enter into strategic alliances;
and other risks and uncertainties, including those detailed from time to time in our filings with the Securities and Exchange Commission.
4
The forward-looking statements
contained in this press release are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
Note to Editors: Skyworks,
Qorvo, the Skyworks symbol, and the Qorvo symbol are trademarks or registered trademarks of Skyworks Solutions, Inc., or its subsidiaries
in the United States and other countries. Third-party brands and names are for identification purposes only and are the property of their
respective owners.
###
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v3.26.3
Cover
Oct. 05, 2026
Cover [Abstract]
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false
Document Period End Date
Oct. 05, 2026
Entity File Number
001-05560
Entity Registrant Name
Skyworks Solutions, Inc.
Entity Central Index Key
0000004127
Entity Tax Identification Number
04-2302115
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
5260
California Avenue
Entity Address, City or Town
Irvine
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
92617
City Area Code
949
Local Phone Number
231-3000
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
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Title of 12(b) Security
Common
Stock, par value $0.25 per share
Trading Symbol
SWKS
Security Exchange Name
NASDAQ
Entity Emerging Growth Company
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