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): May 20, 2026
Skyworks Solutions, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-05560 |
|
04-2302115 |
(State or other
jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
5260 California Avenue
Irvine, CA 92617
(Address of principal executive office) (Zip Code)
(949) 231-3000
(Registrant’s
telephone number, including area code)
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:
x 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, Par Value $0.25 per share |
SWKS |
Nasdaq
Global Select Market |
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. ¨
On October 27, 2025, Skyworks Solutions, Inc. (“Skyworks”)
entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Skyworks, Qorvo, Inc., a Delaware corporation
(“Qorvo”), Comet Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Skyworks (“Merger Sub I”),
and Comet Acquisition II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Skyworks (“Merger Sub II”).
Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub I will
merge 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 will merge 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. This Form 8-K is being filed in connection with certain transactions related to the Mergers.
| Item 9.01 | Financial Statements and Exhibits. |
Unaudited Pro Forma Financial Information
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of Qorvo as of March
28, 2026 and March 29, 2025 and for each of the three years in the period ended March 28, 2026 are attached hereto as Exhibit 99.1 and
are incorporated into this Item 9.01(b) by reference.
(b) Pro forma Financial Information
The unaudited pro forma financial information of Skyworks, including
the unaudited pro forma condensed combined balance sheet as of April 3, 2026 and the unaudited pro forma condensed combined statements
of operations for the fiscal year ended October 3, 2025 and the six-month period ended April 3, 2026, which give effect to the Mergers
on the basis described therein are included in Exhibit 99.2 and is incorporated into this Item 9.01(b) by reference.
(d) Exhibits
Exhibit
No. |
|
Description |
| 23.1 |
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm for Qorvo |
| |
|
|
| 99.1 |
|
The audited consolidated financial statements of Qorvo as of March 28, 2026 and March 29, 2025 and for each of the three years in the period ended March 28, 2026. |
| |
|
|
| 99.2 |
|
The unaudited pro forma condensed combined balance sheet as of April 3, 2026 and the unaudited pro forma condensed combined statements of operations for the fiscal year ended October 3, 2025 and the six-month period ended April 3, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Safe Harbor Statement
This communication includes “forward-looking
statements.” Forward-looking statements relate to future events, including, but not limited to, the Exchange Offers, the Consent
Solicitations and the Mergers, as applicable. These forward-looking statements include information relating to future events, prospects,
expectations and results of Skyworks (e.g., certain projections and business trends, including with respect to future sales and revenue,
as well as plans for dividend payments). Forward-looking statements can often be identified by words such as “anticipates,”
“estimates,” “expects,” “forecasts,” “intends,” “believes,” “plans,”
“may,” “will” or “continue,” and similar expressions and variations or negatives of these words. All
such statements are subject to certain risks, uncertainties and other important factors that could cause actual results to differ materially
and adversely from those projected and may affect Skyworks’ future operating results, financial position and cash flows.
These risks, uncertainties and other important
factors include: the risks of doing business internationally, including from trade war or trade protection measures (e.g., tariffs, retaliatory
tariffs and other countermeasures or taxes), increased import/export restrictions and controls (e.g., Skyworks’ ability to obtain
foreign-sourced raw materials, including from Chinese-based sources, as well as Skyworks’ ability to sell products to certain specified
foreign entities only pursuant to a limited export license from the U.S. Department of Commerce), the susceptibility of the semiconductor
industry and the markets addressed by Skyworks’, and Skyworks’ customers’, products to economic cycles or changes in
economic conditions, including inflation and recession that could result from trade war or trade protection measures; Skyworks’
reliance on a small number of key customers for a large percentage of Skyworks’ sales; decreased gross margins and loss of market
share as a result of increased competition; Skyworks’ ability to obtain design wins from customers; Skyworks’ ability to convert
design wins into revenue; market acceptance of Skyworks’ products and Skyworks’ customers’ products, including market
acceptance of new, emerging technologies such as AI; the mix and volume of phone models sold by Skyworks’ largest customer; the
potential impacts on Skyworks’ business, reputation, relationships, results of operations, cash flows and financial condition as
a result of the proposed merger transactions with Qorvo; the possibility that expected benefits related to such transactions with Qorvo
may not materialize as expected; such transactions with Qorvo being timely completed, if completed at all; regulatory approvals required
for the transaction not being timely obtained, if obtained at all, or being obtained subject to conditions; Skyworks or Qorvo’s
business experiencing disruptions as a result of the acquisition or due to transaction-related uncertainty or other factors making it
more difficult to maintain relationships with employees, customers, other business partners or governmental entities; Skyworks and Qorvo
being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected
time-frames or at all; the costs, fees, expenses and other charges related to the Mergers, including with respect to any related litigation;
reduced flexibility in operating Skyworks’ business as a result of the indebtedness incurred in connection with the transaction
with Silicon Laboratories Inc. and the substantial amount of additional indebtedness Skyworks expects to incur in connection with the
Qorvo transactions; delays in the deployment of commercial 5G networks or in consumer adoption of 5G-enabled devices; the volatility of
Skyworks’ stock price; changes in laws, regulations and/or policies that could adversely affect Skyworks’ operations and financial
results, the economy and Skyworks’ customers’ demand for Skyworks’ products, or the financial markets and Skyworks’
ability to raise capital; fluctuations in Skyworks’ manufacturing yields due to Skyworks’ complex and specialized manufacturing
processes; Skyworks’ ability to develop, manufacture and market innovative products, avoid product obsolescence, reduce costs in
a timely manner, transition Skyworks’ products to smaller geometry process technologies and achieve higher levels of design integration;
the quality of Skyworks’ products and any defect remediation costs; Skyworks’ products’ ability to perform under stringent
operating conditions; the availability and pricing of third-party semiconductor foundry, assembly and test capacity, raw materials, including
rare earth and similar minerals, supplier components, equipment and shipping and logistics services, including limits on Skyworks’
customers’ ability to obtain such services and materials; risks that Skyworks may not be able to optimize Skyworks’ manufacturing
footprint and achieve any financial and operational benefits from such efforts, including reducing fixed costs or improving utilization
rates, disruptions to Skyworks’ manufacturing processes, including relating to any relocation of Skyworks’ key facilities;
Skyworks’ ability to successfully manage Skyworks’ senior management transitions; Skyworks’ ability to retain, recruit
and hire key executives or the departure of any such executives, technical personnel and other employees in the positions and numbers,
with the experience and capabilities, and at the compensation levels needed to implement Skyworks’ business and product plans; the
timing, rescheduling or cancellation of significant customer orders and Skyworks’ ability, as well as the ability of Skyworks’
customers, to manage inventory; other economic, social, military and geopolitical conditions in the countries in which Skyworks, Skyworks’
customers or Skyworks’ suppliers operate, including the conflicts in Ukraine, Iran and other regions in the Middle East, possible
disruptions in transportation networks, and fluctuations in foreign currency exchange rates; the effects of global health crises on business
conditions in Skyworks’ industry, including the risk of significant disruptions to Skyworks’ business operations, as well
as negative impacts to Skyworks’ financial condition; Skyworks’ ability to prevent theft of Skyworks’ intellectual property,
disclosure of confidential information or breaches of Skyworks’ information technology systems; uncertainties of litigation, including
potential disputes over intellectual property infringement and rights, as well as payments related to the licensing and/or sale of such
rights; Skyworks’ ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third
parties; Skyworks’ ability to make certain investments and acquisitions, integrate companies Skyworks acquires and/or enter into
strategic alliances; and other risks and uncertainties, including those detailed from time to time in Skyworks’ filings with the
Securities and Exchange Commission.
The forward-looking statements contained in this
communication are made only as of the date hereof, and Skyworks undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Important Information About the Mergers and Where to Find It
In connection with the Mergers, Skyworks has filed with the SEC a registration
statement on Form S-4, which includes a proxy statement of Qorvo that also constitutes a prospectus for the shares of Skyworks common
stock to be offered in the Mergers (collectively, the “Mergers Registration Statement and Proxy/Prospectus”). Each of Skyworks
and Qorvo may also file other relevant documents with the SEC regarding the Mergers. This communication is not a substitute for the proxy
statement/prospectus or registration statement or any other document that Skyworks or Qorvo may file with the SEC. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE MERGERS REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY
BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SKYWORKS, QORVO, THE MERGERS AND RELATED MATTERS. Investors and security
holders can obtain free copies of the registration statement and proxy statement/prospectus and other documents containing important information
about Skyworks, Qorvo and the Mergers filed with the SEC through the website maintained by the SEC at www.sec.gov. 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.
About Skyworks
Skyworks Solutions, Inc. is empowering the
wireless networking revolution. Skyworks is a leading developer, manufacturer and provider of analog and mixed-signal semiconductors and
solutions for numerous applications, including aerospace, automotive, broadband, cellular infrastructure, connected home, defense, entertainment
and gaming, industrial, medical, smartphone, tablet and wearables.
Skyworks is a global company with engineering,
marketing, operations, sales and support facilities located throughout Asia, Europe and North America and is a member of the S&P 500® market
index (Nasdaq: SWKS). For more information, please visit Skyworks’ website at: www.skyworksinc.com.
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.
May 20, 2026
| |
Skyworks Solutions, Inc. |
| |
|
| |
By: |
/s/ Philip Carter |
| |
|
Name: |
Philip Carter |
| |
|
Title: |
Senior Vice President and Chief Financial
Officer |
