QCOM names ML expert Jeremy Kolter to board with 1,049 DSUs

Rhea-AI Filing Summary

QUALCOMM Incorporated added Dr. Jeremy (Zico) Kolter to its Board of Directors on September 2, 2025. Dr. Kolter, a professor and department head in machine learning at Carnegie Mellon University, was appointed for a term expiring at the next annual stockholders meeting and assigned to the Governance Committee. The company states there are no arrangements or reportable transactions between Dr. Kolter and the company. Under the 2025 Director Compensation Plan, Dr. Kolter received 1,049 deferred stock units (DSUs) as a pro rata award for his partial-year service; compensation details for the plan are described in Exhibit 10.21 for the fiscal year ended September 29, 2024.

Positive

• Board expertise: Addition of a leading machine learning academic (Dr. Jeremy Kolter) to the Board
• Committee assignment: Immediate appointment to the Governance Committee, strengthening oversight capabilities
• Alignment of interests: Grant of 1,049 DSUs under the Director Compensation Plan aligns new director with shareholders

Negative

• None.

Insights

Corporate Governance Analyst

New board member with deep ML expertise strengthens board oversight on AI strategy.

The appointment of Dr. Jeremy Kolter brings a senior academic in machine learning to the board and places him on the Governance Committee, which can influence oversight of strategy and risk related to AI and product direction. The term runs until the next annual meeting, giving shareholders a near-term opportunity to approve his election.

Compensation via 1,049 DSUs aligns his interests with long-term shareholder value while following the stated Director Compensation Plan; monitor any future disclosures linking committee work to AI-related programs or material strategy shifts over the next 12 months.

Compensation & SEC Filings Specialist

Grant is a standard pro rata DSU award under the disclosed director plan.

The filing confirms there are no reportable Item 404 transactions and that Dr. Kolter will be paid under the existing 2025 Director Compensation Plan, referenced to Exhibit 10.21 of the fiscal 2024 filings. The grant of 1,049 DSUs represents a pro rata portion of a full-year award for a non-employee director.

Investors should watch for the next proxy or amendment showing full-year director pay levels and any board committee shifts; any future material transactions involving Dr. Kolter would require additional disclosure.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

QUALCOMM INC/DE0000804328false5775 Morehouse DriveSan DiegoCalifornia00008043282025-09-022025-09-02

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

September 2, 2025

Date of Report (Date of earliest event reported)

QUALCOMM Incorporated

(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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 2, 2025, the Board of Directors (the “Board”) of QUALCOMM Incorporated (the “Company”) elected Dr. Jeremy (Zico) Kolter, Professor and Department Head of the Machine Learning Department in the School of Computer Science at Carnegie Mellon University, to the Board. Dr. Kolter was elected for a term of office that expires at the Company’s next annual meeting of stockholders. The Board also appointed Dr. Kolter to its Governance Committee. There is no arrangement or understanding between Dr. Kolter and any other person pursuant to which he was selected as a director, and there are no transactions involving the Company and Dr. Kolter that are required to be reported pursuant to Item 404(a) of Regulation S-K. Dr. Kolter will receive compensation for his service as a non-employee director of the Company under the Qualcomm Incorporated 2025 Director Compensation Plan (the “Director Compensation Plan”). The components of the Director Compensation Plan are described in Exhibit 10.21 to the Company’s Form 10-K for its fiscal year ended September 29, 2024. Under the Director Compensation Plan, on September 2, 2025, Dr. Kolter was granted 1,049 deferred stock units (DSUs), representing a pro rata portion of the value of a DSU award for a full year of service on the Board.

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:

September 2, 2025

By:

/s/ Ann Chaplin

Ann Chaplin

General Counsel and Corporate Secretary

FAQ

Who was appointed to Qualcomm's board (QCOM)?

Dr. Jeremy (Zico) Kolter, a professor and Department Head in Machine Learning at Carnegie Mellon University, was appointed on September 2, 2025.

What committee did Qualcomm assign Dr. Kolter to?

Dr. Kolter was appointed to the Governance Committee.

What compensation did Dr. Kolter receive from Qualcomm?

He was granted 1,049 deferred stock units (DSUs) on September 2, 2025 as a pro rata portion of a full-year director award under the 2025 Director Compensation Plan.

Does the filing disclose any related-party transactions with Dr. Kolter?

No. The filing states there are no arrangements or transactions between Dr. Kolter and the company that require reporting under Item 404(a) of Regulation S-K.

How long is Dr. Kolter's term on the board?

He was elected for a term that expires at Qualcomm's next annual meeting of stockholders.