Qualcomm plans Modular buy with up to 19.2M shares

Qualcomm Incorporated entered into a definitive agreement to acquire Modular Inc, with consideration of up to 19.2 million shares of Qualcomm common stock to be issued to Modular’s equity owners.

Rhea-AI Filing Summary

Qualcomm Incorporated entered into a definitive agreement to acquire Modular Inc, with consideration of up to 19.2 million shares of Qualcomm common stock to be issued to Modular’s equity owners. The shares will be issued in a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

The acquisition closing is subject to customary closing conditions, including required regulatory approvals, and the final number of shares may be affected by closing purchase price adjustments. Qualcomm also cautions that forward-looking statements about the acquisition are subject to various risks and uncertainties.

Insights

M&A and Capital Markets Analyst

Qualcomm plans a stock-funded Modular acquisition via a private, unregistered share issuance.

Qualcomm intends to acquire Modular Inc by issuing up to 19.2 million shares of common stock as consideration. Using stock instead of cash preserves liquidity but modestly increases the share count once the deal closes.

The shares will be issued through a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D, meaning they are not registered with the SEC and will initially be restricted. Deal completion depends on customary closing conditions and regulatory approvals, and purchase price adjustments may change the final share amount.

The filing emphasizes forward-looking statement risks, including timing and ability to close, regulatory outcomes, effects on Modular’s relationships and employees, and realizing expected benefits. Subsequent company filings after the acquisition date can provide more detail on integration progress and any changes to the shares ultimately issued.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Stock consideration: up to 19.2 million shares Agreement date: June 21, 2026

2 metrics

Stock consideration up to 19.2 million shares Qualcomm common stock to be issued for Modular acquisition

Agreement date June 21, 2026 Date Qualcomm entered definitive agreement to acquire Modular

Key Terms

Unregistered Sales of Equity Securities, private placement, Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D, +2 more

6 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02. Unregistered Sales of Equity Securities."

private placement financial

"the issuance and sale of the shares of Company common stock will be made 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.

Section 4(a)(2) of the Securities Act regulatory

"in reliance on the exemptions from the registration requirements of the Securities Act ... pursuant to Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506 of Regulation D regulatory

"and Rule 506 of Regulation D promulgated thereunder."

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.

forward-looking statements regulatory

"Note Regarding Forward-Looking Statements This on contains forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

customary closing conditions financial

"At the closing of the Acquisition, which is subject to customary closing conditions"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

FAQ

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

What acquisition did Qualcomm (QCOM) announce involving Modular Inc?

Qualcomm agreed to acquire Modular Inc in a stock deal. The company plans to issue up to 19.2 million shares of its common stock to Modular’s equity owners as consideration, with closing subject to customary conditions and required regulatory approvals.

How many Qualcomm (QCOM) shares are planned for the Modular acquisition?

Qualcomm expects to issue up to 19.2 million shares of common stock as consideration. This share-based payment will be delivered to Modular’s equity owners at closing, and purchase price adjustments may affect the final number of shares issued under the agreement.

Is the Qualcomm (QCOM) acquisition of Modular a registered offering of shares?

No, the shares for the Modular acquisition will be issued in a private placement. Qualcomm relies on exemptions from Securities Act registration under Section 4(a)(2) and Rule 506 of Regulation D, so the new shares will initially be restricted securities rather than publicly registered stock.

What conditions must be satisfied for Qualcomm (QCOM) to close the Modular deal?

The acquisition closing is subject to customary closing conditions, including obtaining necessary regulatory approvals. The filing notes that timing and ability to complete the acquisition are uncertain, and that approval conditions or other factors could affect whether and when the deal is completed.

Can the number of Qualcomm (QCOM) shares issued for Modular change at closing?

Yes, the filing states that closing purchase price adjustments may affect the number of shares issuable. While Qualcomm currently expects to issue up to 19.2 million shares, final consideration in stock could be adjusted based on agreed closing adjustments in the acquisition agreement.

What risks does Qualcomm (QCOM) highlight about the Modular acquisition?

Qualcomm cites risks around timing and ability to complete the acquisition, regulatory approvals, effects on Modular’s business relationships and employees, achieving anticipated benefits, and unknown liabilities. It notes that forward-looking statements may differ from actual results due to these and other factors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2026 - 08:10 AM Learn about SEC filing dates

false 0000804328 QUALCOMM INC/DE 0000804328 2026-06-21 2026-06-21 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

June 21, 2026

Date of Report (Date of earliest event reported)

QUALCOMM Incorporated

QUALCOMM INC/DE

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-19528		95-3685934
(Commission File Number)		(IRS Employer Identification No.)

5775 Morehouse Drive, San Diego, California		92121
(Address of principal executive offices)		(Zip Code)

858-587-1121

(Registrant’s telephone number, including area code)

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 3.02. Unregistered Sales of Equity Securities.

On June 21, 2026, QUALCOMM Incorporated (the “Company”) entered into a definitive agreement to acquire Modular Inc (“Modular”). As consideration for the acquisition (the “Acquisition”), the Company expects to issue up to 19.2 million shares of the Company’s common stock to the equity owners of Modular. At the closing of the Acquisition, which is subject to customary closing conditions, the issuance and sale of the shares of Company common stock will be made 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.

Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are inherently subject to risks and uncertainties. Forward-looking statements are generally identified by words such as “estimates,” “guidance,” “forecast,” “target,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks” and similar expressions. By their nature, forward-looking statements involve risk and uncertainties because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those referred to in the forward-looking statements due to a number of important factors, including but not limited to uncertainties as to the timing to complete the Acquisition; the ability to complete the Acquisition; the effect of the announcement of the Acquisition and the Acquisition on Modular’s business relationships and employees; the ability to satisfy or waive the conditions to the Acquisition on the proposed terms and schedule, including the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; the ability to achieve the potential benefits of the Acquisition within the expected timeline; closing purchase price adjustments, including which may impact the number of shares issuable pursuant to the Acquisition; unknown liabilities; and other risks set forth in the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. The forward-looking statements speak only at the date of this Current Report on Form 8-K. The Company undertakes no obligation to update, or continue to provide information with respect to, any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.

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:	June 24, 2026	By:	/s/ Akash Palkhiwala
			Akash Palkhiwala
			EVP, Chief Financial Officer and Chief Operating Officer

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