FILED BY SKYWORKS SOLUTIONS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES
ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12 AND
RULE 14d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: QORVO, INC.
COMMISSION FILE NO. 333-291947
On May 5, 2026, Skyworks Solutions, Inc. conducted its earnings
call for its second fiscal quarter 2026. Below is an excerpt from the earnings call discussing the previously announced combination with
Qorvo, Inc.
Skyworks’ Q2 FY 2026 Conference Call – May 5,
2026
Raji Gill – Vice President, Investor Relations & Corporate
Strategy
Thank you, operator.
Good afternoon, everyone and welcome to Skyworks’ second fiscal
quarter 2026 conference call. With me today for our prepared remarks is Phil Brace, our chief executive officer and president, and Philip
Carter, chief financial officer and senior vice president for Skyworks. This call is being broadcast over the web and can be accessed
from the investor relations section of the company’s website at skyworksinc.com.
In addition, the company’s prepared remarks will be made available
on our website promptly after their conclusion during the call.
Before we begin, I would like to remind everyone that our discussion
will include statements relating to future results and expectations that are, or may be, considered forward-looking statements.
Please refer to our earnings press release and recent SEC filings,
including our Annual Report on Form 10-K, for information on certain risks that could cause actual outcomes to differ materially
and adversely from any forward-looking statements made today.
Additionally, today’s discussion will include non-GAAP financial
measures, consistent with our past practice. Please refer to our press release within the investor relations section of our company website
for a complete reconciliation to GAAP.
With that, I’ll turn the call over to Phil Brace.
Philip G. Brace – President
Chief Executive Officer & Director
Thanks, Raji, and welcome, everyone.
Let me begin by highlighting a few key developments.
[…]
Three, regarding the Qorvo combination, regulatory reviews are progressing
as expected - we have entered Phase II of the China SAMR review and are maintaining constructive dialogue with the relevant antitrust
authorities.
While our formal guidance remains an expected closing early in calendar
2027, we are increasingly hopeful that we could close in late 2026. We continue to make good progress in our integration planning and
remain confident in our ability to realize the anticipated synergies of $500 million or more.
Finally, in accordance with our operating covenants and our merger agreement,
we supported Qorvo's $400 million share repurchase during the quarter, reflecting what we believe to be a prudent and efficient deployment
of capital. Our confidence in the strategic and financial logic of this combination remains as strong as ever, and we look forward to
closing and delivering its full value to shareholders and customers.
With that, and consistent with prior practice, we won’t be discussing
the transaction further on today’s call and will focus on our second fiscal quarter results and June quarter outlook.
[…]
Important Information About the Proposed Transaction and Where
to Find It
In connection with the Mergers, Skyworks has filed with the SEC a registration
statement on Form S-4 (File No. 333-291947) (the “Registration Statement”), which includes a prospectus with respect
to the shares of Skyworks’ common stock to be issued in the Mergers and a joint proxy statement for Skyworks’ and Qorvo’s
respective stockholders (the “Joint Proxy Statement/Prospectus”). The Registration Statement was declared effective on December 23,
2025, and Skyworks filed a final prospectus on December 23, 2025, and Qorvo filed a definitive proxy statement on December 23,
2025. The Joint Proxy Statement/Prospectus was mailed to stockholders of Skyworks and Qorvo on or about December 23, 2025. Each of
Skyworks and Qorvo may also file with or furnish to the SEC other relevant documents regarding the Mergers. This communication is not
a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Skyworks or Qorvo may mail
to their respective stockholders in connection with the Mergers.
INVESTORS AND SECURITY HOLDERS OF SKYWORKS AND QORVO ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT
PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING
SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS.
The documents filed by Skyworks with the SEC also may be obtained free
of charge at Skyworks’ website at https://www.skyworksinc.com/investors or upon written request to Skyworks at investor.relations@skyworksinc.com.
The documents filed by Qorvo with the SEC also may be obtained free of charge at Qorvo’s website at https://ir.qorvo.com/ or upon
written request to Qorvo at investor-relations@qorvo.com. These documents filed with the SEC are also available for free to the public
at the website maintained by the SEC at www.sec.gov.
No Offer or Solicitation
This communication is for informational purposes only and does not
constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with
applicable law.
Cautionary Statement Regarding Forward-Looking Statements
This document contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Skyworks’ and Qorvo’s current
expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof,
their respective businesses and industries, management’s beliefs and certain assumptions made by Skyworks and Qorvo, all of which
are subject to change. In this context, forward-looking statements often address expected future business and financial performance and
financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “could,” “seek,” “see,” “will,” “may,” “would,”
“might,” “potentially,” “estimate,” “continue,” “expect,” “target,”
similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes.
All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control
and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits
thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any
filing or other action required to consummate the transaction in a timely matter or at all, are not guarantees of future results and are
subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated
in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying
on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion
of the proposed transaction on anticipated terms and timing, including obtaining regulatory approvals, anticipated tax treatment, unforeseen
liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition,
losses, future prospects, business and management strategies, expansion and growth of Skyworks’ and Qorvo’s businesses and
other conditions to the completion of the proposed transaction; (ii) failure to realize the anticipated benefits of the proposed
transaction, including as a result of delay in completing the transaction or integrating the businesses of Skyworks and Qorvo; (iii) Skyworks’
and Qorvo’s ability to implement their business strategies; (iv) pricing trends; (v) potential litigation relating to
the proposed transaction that has been or could be instituted against Skyworks, Qorvo or their respective directors; (vi) the risk
that disruptions from the proposed transaction will harm Skyworks’ or Qorvo’s business, including current plans and operations;
(vii) the ability of Skyworks or Qorvo to retain and hire key personnel; (viii) potential adverse reactions or changes to business
relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) uncertainty as to the long-term
value of Skyworks’ common stock; (x) legislative, regulatory and economic developments affecting Skyworks’ and Qorvo’s
businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes
under which Skyworks and Qorvo operate; (xiii) potential business uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect Skyworks’ or Qorvo’s financial performance; (xiv) restrictions
during the pendency of the proposed transaction that may impact Skyworks’ or Qorvo’s ability to pursue certain business opportunities
or strategic transactions; and (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as Skyworks’ and Qorvo’s response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Joint Proxy Statement/Prospectus.
While the list of factors presented here and in the Joint Proxy Statement/Prospectus are considered representative, no such list should
be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated
in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could have a material adverse effect on Skyworks’ or Qorvo’s consolidated
financial condition, results of operations or liquidity. Neither Skyworks nor Qorvo assumes any obligation to publicly provide revisions
or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances
change, except as otherwise required by securities and other applicable laws.
