Qualcomm registers 17.8M shares for resale

Qualcomm Incorporated filed a prospectus supplement under its existing Registration Statement on Form S-3ASR, covering the resale by selling stockholders of 17,826,566 shares of common stock, par value $0.0001 per share.

Accepted by SEC EDGAR 07/31/2026 - 04:20 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Qualcomm Incorporated filed a prospectus supplement under its existing Registration Statement on Form S-3ASR, covering the resale by selling stockholders of 17,826,566 shares of common stock, par value $0.0001 per share.

These shares were issued as consideration for the acquisition of Modular Inc. in a private placement relying on exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The prospectus supplement was filed pursuant to a Registration Rights Agreement dated July 28, 2026, with Shareholder Representative Services LLC acting as representative of the holders, and is supported by a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP on the shares covered.

Filing Explained

The 17,826,566 shares were already issued as consideration for the Modular acquisition; this filing registers their resale capacity, but the registration itself does not sell those shares or create a new issuance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares covered for resale: 17,826,566 shares Par value per share: $0.0001 per share Registration Statement file number: File No. 333-283035 +3 more

6 metrics

Shares covered for resale 17,826,566 shares Aggregate common shares covered by the prospectus supplement for resale by selling stockholders

Par value per share $0.0001 per share Par value of Qualcomm common stock covered by the resale registration

Registration Statement file number File No. 333-283035 Form S-3ASR registration statement referenced for the prospectus supplement

Definitive agreement to acquire Modular Inc. June 21, 2026 Date Qualcomm entered into a definitive agreement to acquire Modular Inc.

Registration Rights Agreement date July 28, 2026 Date of Registration Rights Agreement with Shareholder Representative Services LLC

Prospectus supplement filing date July 31, 2026 Date Qualcomm filed the prospectus supplement covering the resale shares

Key Terms

prospectus supplement, Registration Statement on Form S-3ASR, Registration Rights Agreement, private placement, +1 more

5 terms

prospectus supplement regulatory

"filed with the SEC a prospectus supplement to the prospectus included"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form S-3ASR regulatory

"included in the Company’s Registration Statement on Form S-3ASR filed"

A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.

Registration Rights Agreement regulatory

"filed in accordance with a Registration Rights Agreement, dated July 28, 2026"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

private placement financial

"issued such 17,826,566 Shares as consideration for the acquisition of Modular in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Rule 506 of Regulation D regulatory

"pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Qualcomm (QCOM) disclose about a new prospectus supplement?

Qualcomm filed a prospectus supplement on July 31, 2026 under its Form S-3ASR registration, covering the resale of 17,826,566 common shares. These shares were previously issued as stock consideration in connection with Qualcomm’s acquisition of Modular Inc. in a private placement.

How many Qualcomm (QCOM) shares are covered for resale in this update?

The prospectus supplement covers the resale of 17,826,566 shares of Qualcomm common stock. These shares, with a par value of $0.0001 per share, were issued to former Modular Inc. stakeholders and are now registered for potential resale by those selling stockholders.

Why did Qualcomm (QCOM) issue the 17,826,566 common shares?

Qualcomm issued 17,826,566 common shares as consideration for acquiring Modular Inc. The issuance occurred in a private placement transaction relying on exemptions from Securities Act registration under Section 4(a)(2) and Rule 506 of Regulation D.

What is the Registration Rights Agreement mentioned by Qualcomm (QCOM)?

The Registration Rights Agreement, dated July 28, 2026, is between Qualcomm and Shareholder Representative Services LLC. It required Qualcomm to file the prospectus supplement registering the resale of the Modular acquisition shares on behalf of the holders represented by that agent.

Which securities law exemptions did Qualcomm (QCOM) rely on for the Modular share issuance?

Qualcomm relied on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D to issue the 17,826,566 Modular acquisition shares. These provisions allowed the shares to be issued via private placement without prior Securities Act registration.

Which key exhibits accompany Qualcomm’s (QCOM) resale registration disclosure?

Key exhibits include the Registration Rights Agreement (Exhibit 4.1), the legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP (Exhibit 5.1), its related consent (Exhibit 23.1), and the Cover Page Inline XBRL data file (Exhibit 104).

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false 0000804328 QUALCOMM INC/DE 0000804328 2026-07-31 2026-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 31, 2026

QUALCOMM Incorporated

QUALCOMM INC/DE

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-19528	95-3685934
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5775 Morehouse Drive, San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 858-587-1121

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, $0.0001 par value		QCOM		The Nasdaq Stock Market LLC

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.    ¨  

Item 8.01 Other Events.

On July 31, 2026, QUALCOMM Incorporated (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement to the prospectus included in the Company’s Registration Statement on Form S-3ASR filed with the SEC on November 6, 2024 (File No. 333-283035) (the “Registration Statement”), covering the resale by the selling stockholders of an aggregate of 17,826,566 shares of Company common stock, par value $0.0001 per share (the “Shares”). As previously announced, on June 21, 2026, the Company entered into a definitive agreement to acquire Modular Inc (“Modular”). The Company issued such 17,826,566 Shares as consideration for the acquisition of Modular in a private placement undertaken in reliance on the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The prospectus supplement was filed in accordance with a Registration Rights Agreement, dated July 28, 2026, by and between the Company and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the agent, attorney-in-fact and representative for and on behalf of the Holders (as defined therein) under the Registration Rights Agreement (the “Registration Rights Agreement”). The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such Registration Rights Agreement, a copy of which is filed as Exhibit 4.1 hereto and is incorporated by reference herein. A copy of the legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the Shares covered by the prospectus supplement is filed herewith as Exhibit 5.1, and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Registration Rights Agreement, dated as of July 28, 2026, by and between QUALCOMM Incorporated and Shareholder Representative Services LLC.
5.1		Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
23.1		Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

			QUALCOMM Incorporated
Date:	July 31, 2026	By:	/s/ Akash Palkhiwala
			Akash Palkhiwala Executive Vice President, Chief Financial Officer and Chief Operating Officer

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 60.9 KB
• EX-5.1 EXHIBIT 5.1 10.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB