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:
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.
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.
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.
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.
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