Opening the filing
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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 Qorvo, Inc.
(“ Qorvo ”) and Skyworks Solutions, Inc. (“ Skyworks ”), 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 Qorvo, Skyworks, 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 ”). In connection with the Mergers, Merger Sub II changed its name to “Qorvo Technologies, LLC”. Capitalized terms used but not defined herein have the meanings specified in the Merger Agreement.
The summary of the transactions contemplated by the Merger Agreement in this Current Report on Form 8-K 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 Qorvo with the 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.
Item 1.02 Termination of a Material Definitive Agreement.
The information in the Introductory Note and Items 2.01, 3.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Mergers, on the Closing Date, Qorvo terminated the Credit Agreement, dated as of April 23, 2024, by and among Qorvo, as the Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto (the “ Credit Agreement ”). In connection with the termination of the Credit Agreement, all fees and other amounts (other than obligations not then due and payable or that by their terms survive the termination thereof) outstanding thereunder were paid in full and all commitments to extend credit thereunder were terminated.
There were no borrowings outstanding under the Credit Agreement at the time of the termination.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Merger Consideration
Pursuant to the terms of the Merger Agreement, concurrently with 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:
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Items 1.02, 2.01, 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the Mergers, on October 5, 2026, Qorvo notified the NASDAQ Global Select Market (“ Nasdaq ”) that the Mergers were consummated and requested that Nasdaq halt trading of Qorvo Common Stock prior to the opening of trading on October 5, 2026. Trading of Qorvo Common Stock on Nasdaq halted prior to the opening of trading on October 5, 2026.
In addition, on October 5, 2026, Qorvo requested that Nasdaq file with the SEC a notification of removal from listing and/or registration under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on Form 25 to strike Qorvo Common Stock from listing on Nasdaq and terminate its registration under Section 12(b) of the Exchange Act. Nasdaq is expected to file the Form 25 on October 5, 2026. As a result of the Form 25 filing, Qorvo Common Stock will no longer be listed on Nasdaq.
Qorvo intends to file a certification on Form 15 with the SEC regarding the termination of registration of all shares of Qorvo Common Stock under Section 12(g)
of the Exchange Act and the suspension of Qorvo’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and Items 1.02, 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the First Merger, on October 5, 2026, a change in control of Qorvo occurred, and Qorvo became a wholly owned subsidiary of Skyworks.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information in the Introductory Note and Items 1.02, 2.01, 3.01, 3.03, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.