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Skyworks Solutions Inc 8-K Filings

SWKS NASDAQ

Every 8-K that Skyworks Solutions Inc (SWKS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SWKS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SWKS filings page.

Rhea-AI Summary

Skyworks Solutions (SWKS) said it has received all necessary regulatory clearances to proceed with its proposed combination with Qorvo. The parties expect to close the mergers on or about October 5, 2026, subject to satisfaction or waiver of the remaining customary closing conditions.

Separately, Skyworks’ exchange offers would swap any and all of Qorvo’s outstanding 4.375% Senior Notes due 2029 and 3.375% Senior Notes due 2031 for new Skyworks notes, alongside consent solicitations to amend the related indentures. Each offer is conditioned on the mergers closing, and Skyworks cannot waive that condition; the mergers are not conditioned on the exchange-offer results. The offers currently are expected to expire at 5:00 p.m. New York City time on October 2, 2026. Skyworks anticipates issuing a separate release to extend the expiration to a date and time following closing, and expects to pay the Consent Payments concurrently with or promptly following closing.

Rhea-AI Summary

Skyworks Solutions, Inc. (SWKS) announced that it has extended the expiration date of its previously announced Exchange Offers for Qorvo, Inc.’s senior notes from 5:00 p.m. New York City time on September 1, 2026 to 5:00 p.m. on September 11, 2026, unless further extended, terminated or amended.

The Exchange Offers cover up to $850 million aggregate principal amount of new 4.375% Senior Notes due 2029 and up to $700 million of new 3.375% Senior Notes due 2031 to be issued by Skyworks in exchange for the corresponding Qorvo notes. As of September 1, 2026, $767.5 million of the 2029 Qorvo Notes (about 90.30%) and $653.0 million of the 2031 Qorvo Notes (about 93.29%) had been validly tendered and not withdrawn. Holders who have already tendered need take no further action, while others may tender or re-tender until the new Expiration Date.

Each Exchange Offer is conditioned on the closing of the planned mergers in which Qorvo will become a wholly owned subsidiary of Skyworks, a condition that cannot be waived. The mergers are not conditioned on the results of the Exchange Offers, and Skyworks states there can be no assurance that closing will occur within the hoped-for timeframe.

Rhea-AI Summary

Skyworks Solutions, Inc. issued three series of senior unsecured notes under its automatic shelf registration: $800,000,000 of 5.000% Senior Notes due 2028, $600,000,000 of 5.750% Senior Notes due 2032, and $600,000,000 of 6.250% Senior Notes due 2036. The notes rank equally with the company’s other senior unsecured debt and are effectively subordinated to secured debt and structurally subordinated to obligations of subsidiaries.

The company intends to use the net proceeds, together with existing cash and cash equivalents, to finance approximately $3.00 billion of cash consideration for the planned mergers with Qorvo, Inc. If the mergers are not completed by November 3, 2027, are abandoned, or the merger agreement is terminated, the 2028 and 2036 notes are subject to a special mandatory redemption on terms in the supplemental indentures; the 2032 notes are not. Upon a change of control repurchase event, holders of any series may require repurchase at 101% of principal plus accrued interest.

Rhea-AI Summary

Skyworks Solutions, Inc. provides an update on its proposed two-step merger with Qorvo, Inc., in which Qorvo will become a wholly owned subsidiary through sequential mergers into Skyworks subsidiaries. The transaction remains subject to various customary closing conditions.

The HSR Act waiting period has expired, and the U.S. Federal Trade Commission allowed a timing agreement that prevented closing before August 1, 2026 to lapse without further action. Skyworks states that the only antitrust reviews still open are with the State Administration for Market Regulation in China and the Korea Fair Trade Commission in South Korea, while foreign investment approvals have been obtained in jurisdictions where filings were made. Skyworks is hopeful the merger will close within the calendar year and is preparing to close as early as within its fiscal year, but cautions there can be no assurance that closing will occur on this timeline.

Rhea-AI Summary

Skyworks Solutions, Inc. describes progress on its planned acquisition of Qorvo, Inc. under a two-step merger. Each Qorvo share is to be converted into 0.960 Skyworks share plus $32.50 in cash, with Qorvo and Skyworks equityholders expected to own about 37% and 63% of the combined company. Estimated total merger consideration is $8,433 million, including $2,867 million in cash, and preliminary purchase accounting implies about $4,156 million of goodwill. Reciprocal termination fees of $298.7 million apply, with an alternative $100.0 million fee to Qorvo in certain regulatory-failure scenarios.

The companies received an FTC "Second Request" under the Hart-Scott-Rodino Act, extending the antitrust review; stockholders of both firms approved the merger in February 2026, and closing remains subject to antitrust and foreign-investment clearances. Skyworks has also launched exchange offers for up to $850.0 million of Qorvo’s 4.375% 2029 notes and $700.0 million of 3.375% 2031 notes into new Skyworks notes, alongside related consent solicitations to ease covenants.

Qorvo’s latest quarter, included as an exhibit, shows revenue of $784,795 thousand, net income of $85,802 thousand, cash of $1,328,943 thousand and long-term debt of $1,549,138 thousand. Unaudited pro forma figures for the nine months ended July 3 2026 reflect combined revenue of $5,500 million and net income of $168 million, using preliminary fair-value and acquisition-method adjustments.

Rhea-AI Summary

Skyworks Solutions reported third fiscal quarter 2026 revenue of $935 million, with GAAP operating income of about $49 million and GAAP diluted EPS of $0.22. Non-GAAP operating income was $182 million and non-GAAP diluted EPS $1.08. Management highlighted healthy Mobile demand and another year-over-year Broad Markets revenue increase, with double-digit gains in automotive and data center.

For the September quarter, Skyworks expects revenue between $1,010 million and $1,060 million, with non-GAAP diluted EPS of $1.27 at the midpoint. This outlook includes roughly $5 million, or about $0.03 per share, of incremental net interest expense tied to partial-quarter financing costs for the pending combination with Qorvo, for which regulatory approvals are progressing and closing is targeted within the calendar year.

The board adopted a new capital allocation framework for the combined company, deciding not to declare any quarterly cash dividends on common stock going forward and authorizing a new $2.0 billion stock repurchase program running through January 31, 2029. Repurchases are expected to be funded from working capital and may be made in open-market or privately negotiated transactions.

Rhea-AI Summary

Skyworks Solutions describes the expected executive leadership structure for its pending mergers with Qorvo, Inc., to take effect upon successful completion of the transaction. Skyworks president and chief executive officer Phil Brace is expected to lead the combined company, with Philip Carter as chief financial officer and senior vice presidents overseeing high performance analog, RF and mixed-signal intelligence solutions, mobile solutions, sales and marketing, human resources, legal, operations and advanced cellular.

The disclosure notes that a registration statement on Form S-4 covering Skyworks common stock to be issued in the mergers, including a Joint Proxy Statement/Prospectus for both companies’ stockholders, was declared effective on December 23, 2025 and mailed on or about that date. Skyworks and Qorvo urge investors and security holders to review those SEC materials for detailed terms of the mergers. Extensive forward-looking statements outline assumptions and risks around completing the transaction, realizing anticipated benefits, obtaining regulatory approvals, integrating the businesses, retaining key personnel, potential litigation and broader economic and geopolitical factors.

Rhea-AI Summary

Skyworks Solutions, Inc. is reporting early participation results for its exchange offers and related consent solicitations for Qorvo’s senior notes due 2029 and 2031. Holders have tendered $760,095,000 of the $850,000,000 4.375% 2029 notes and $651,334,000 of the $700,000,000 3.375% 2031 notes, representing 89.42% and 93.05% of each series. These tenders delivered the requisite consents to adopt supplemental indentures that eliminate substantially all restrictive and certain affirmative covenants and some events of default, though the amendments become operative only around the Qorvo mergers’ closing or exchange settlement. Eligible early participants receive approximately $2.80 and $2.69 per $1,000 principal in consent payments plus $950 in new Skyworks notes and a $50 early participation premium per $1,000 principal. The exchange offers are scheduled to expire at 5:00 p.m., New York City time, on September 1, 2026, unless extended.

Rhea-AI Summary

Skyworks Solutions is launching exchange offers and consent solicitations tied to its planned acquisition of Qorvo. Holders of Qorvo’s 4.375% Senior Notes due 2029 and 3.375% Senior Notes due 2031 can exchange into new Skyworks notes with the same coupon and maturity.

The company is offering up to $850 million of new 2029 notes and up to $700 million of new 2031 notes. For each $1,000 of Qorvo notes tendered, investors may receive $950 of new Skyworks notes plus a $50 early participation premium, along with a cash consent payment ranging from $2.50 to $5.00.

The exchange offers expire at 5:00 p.m. New York City time on September 1, 2026, with an early participation deadline of June 11, 2026. Effectiveness of Skyworks’ Form S‑4 registration statement and closing of the Qorvo mergers are non-waivable conditions, and each series of notes is subject to a majority tender condition.

Rhea-AI Summary

Skyworks Solutions, Inc. has filed an 8-K supplying audited financial statements of Qorvo and unaudited pro forma financial information reflecting their planned merger. This helps investors see how the combined company might look financially once the deal closes.

Under the Merger Agreement, each share of Qorvo common stock will be converted into 0.960 shares of Skyworks common stock plus $32.50 in cash, with Qorvo and Skyworks equityholders expected to own about 37% and 63% of the combined company. Mutual termination fees of $298.7 million, and in some regulatory scenarios a $100.0 million fee payable by Skyworks to Qorvo, are disclosed.

Qorvo’s fiscal 2026 results show revenue of $3.68 billion and net income of $339.0 million, supported by strong operating cash flow of $808.6 million and cash and cash equivalents of $1.22 billion. The filing notes an FTC “Second Request” that extends the antitrust review, and the companies currently anticipate closing the transaction early in calendar 2027, subject to required approvals and other conditions.

Rhea-AI Summary

Skyworks Solutions, Inc. reported the results of its annual stockholder meeting. Stockholders approved the 2026 Long-Term Incentive Plan (2026 LTIP), which had previously been adopted by the board subject to stockholder approval, and all nine director nominees were elected with substantial majorities.

Investors ratified KPMG LLP as independent auditor for the 2026 fiscal year. However, stockholders did not approve, on an advisory, non-binding basis, the compensation of the company’s named executive officers, with 54,542,944 votes against and 54,203,161 votes for. Several proposed amendments to the charter to eliminate various supermajority voting provisions also were not approved, despite receiving more votes for than against.

Stockholders approved the 2026 LTIP with 87,120,961 votes for and 21,664,734 votes against. A stockholder proposal requesting a report on greenhouse gas emission reduction efforts was not approved, receiving 18,031,051 votes for and 90,550,272 votes against.

Rhea-AI Summary

Skyworks Solutions reported second fiscal quarter 2026 revenue of $944 million, with GAAP diluted EPS of $0.24 and non-GAAP diluted EPS of $1.15, exceeding the high end of its prior revenue and non-GAAP EPS guidance.

GAAP operating income was $42.1 million and net income was $35.6 million, reflecting higher research and development and selling, general and administrative expenses compared with the prior year period. Non-GAAP operating income reached $188.9 million, implying a 20.0% non-GAAP operating margin versus a 4.5% GAAP operating margin.

Management highlighted strong performance in Mobile and double-digit year-over-year growth in Broad Markets, driven by Wi‑Fi, data center and automotive demand. The company secured a multi-generational design win with a leading Android OEM expected to generate over $1 billion in revenue through 2030, and guided June-quarter revenue to $900 million to $950 million with non-GAAP diluted EPS of $1.03 at the midpoint. The board declared a cash dividend of $0.71 per share, payable June 16, 2026, to stockholders of record on May 26, 2026.

Rhea-AI Summary

Skyworks Solutions, Inc. held a special stockholder meeting on February 11, 2026, where investors approved issuing Skyworks common stock under an Agreement and Plan of Merger with Qorvo, Inc. and Skyworks acquisition subsidiaries, as required by Nasdaq Listing Rule 5635(a).

On the record date of December 23, 2025, there were 149,930,299 Skyworks common shares outstanding, each with one vote. A quorum was achieved, with 121,415,377 shares, or about 80.98% of shares entitled to vote, present or represented by proxy.

The stock issuance proposal received 120,980,973 votes for, 289,580 against, and 144,824 abstentions, indicating strong support. A separate adjournment proposal was approved but ultimately not needed because a quorum and sufficient votes were already in place. Completion of the merger remains subject to antitrust and foreign investment approvals, accuracy of representations, compliance with merger agreement obligations, and the absence of a material adverse effect for either company.

Rhea-AI Summary

Skyworks Solutions, Inc. filed a report stating it has released a press release with financial results for the three-month period ended January 2, 2026.

The company also announced a cash dividend of $0.71 per share, payable on March 17, 2026, to stockholders of record at the close of business on February 24, 2026.

Rhea-AI Summary

Skyworks Solutions filed an 8-K describing litigation and supplemental disclosures related to its pending merger with Qorvo. Two stockholder lawsuits in New York state court and several demand letters allege disclosure deficiencies in the joint proxy statement/prospectus for the merger and seek additional information, injunctive relief, rescission, and damages.

Skyworks and Qorvo state they believe these matters are without merit but are voluntarily supplementing disclosures to avoid nuisance, cost and delay. The filing details expanded descriptions of Qorvo management projections, discounted cash flow and trading analyses by Qatalyst, Goldman Sachs and Centerview, updated implied value ranges for Skyworks and Qorvo shares, and corrected “golden parachute” compensation totals and a bonus figure for named Qorvo executives.

Rhea-AI Summary

Skyworks Solutions, Inc. has approved a Fiscal Year 2026 Executive Incentive Plan that sets cash bonus opportunities for senior management based on revenue and non-GAAP operating income for the 2026 fiscal year. Minimum performance levels must be reached before any payments are made.

Under the plan, the CEO can earn target cash incentives equal to 160% of base salary and the Senior Vice President and Chief Financial Officer can earn 100% if target metrics are achieved, with a maximum of two times these target awards if results exceed targets. The Executive Vice President, Chief Operations and Technology Officer has a 90% target, while the Senior Vice President, Human Resources and the Senior Vice President, General Counsel and Secretary each have 80% targets, all with the same potential to earn up to double their target amounts. The Compensation and Talent Committee will determine final payouts after year-end and may choose to deliver awards in company common stock instead of cash.

Rhea-AI Summary

Skyworks Solutions, Inc. entered into a Second Amendment to its Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent. This amendment extends the maturity date of the company’s existing revolving credit facility to November 18, 2030, giving Skyworks a longer-dated source of committed bank financing. The agreement continues to cover the company and its borrowing subsidiaries, with full terms set out in the amendment filed as an exhibit.

Rhea-AI Summary

Skyworks Solutions, Inc. furnished an 8-K announcing it issued a press release with financial results for the three- and twelve-month periods ended October 3, 2025. The press release is included as Exhibit 99.1.

The information under Item 2.02 is furnished and not deemed “filed” under the Exchange Act, except as specifically incorporated by reference. The filing also includes the cover page Inline XBRL data as Exhibit 104.

Rhea-AI Summary

Skyworks Solutions, Inc. announced preliminary fourth fiscal quarter and fiscal year-end results for the period ended October 3, 2025, via a press release attached as Exhibit 99.1.

The company’s board also declared a cash dividend of $0.71 per share, payable on December 9, 2025 to stockholders of record at the close of business on November 18, 2025.

The company stated that the information in Item 2.02 and Exhibit 99.1 is not deemed “filed” for purposes of Section 18 of the Exchange Act.

Rhea-AI Summary

Skyworks Solutions (SWKS) agreed to acquire Qorvo via a two‑step merger. Each Qorvo share will be converted into 0.960 shares of Skyworks common stock plus $32.50 in cash, subject to customary adjustments. Upon closing, Qorvo will be delisted, and the combined company is expected to be owned approximately 63% by Skyworks equityholders and 37% by Qorvo equityholders.

The deal requires approvals, including stockholder votes at both companies, antitrust and foreign investment clearances, no prohibitive injunction, effectiveness of an S‑4 registration statement, and other customary conditions. Skyworks secured a commitment for up to $3.05 billion in senior unsecured bridge term loans from Goldman Sachs to fund a portion of the cash consideration and related costs; financing is not a condition to closing. The board post‑closing will have 11 directors: the Skyworks CEO (who will serve as CEO), seven Skyworks designees, and three Qorvo designees, including Robert Bruggeworth.

The agreement includes a no‑shop with fiduciary outs, reciprocal termination fees of $298,692,098 under specified circumstances, and an additional $100,000,000 fee payable by Skyworks in certain regulatory outcomes. A Voting and Support Agreement covers about 8% of Qorvo shares. The parties anticipate closing early in calendar year 2027.

Rhea-AI Summary

Skyworks Solutions is appointing Philip Carter as Senior Vice President and Chief Financial Officer, effective September 8, 2025, after its board approved his appointment on August 23, 2025. Carter previously worked at Skyworks as Vice President, Corporate Controller from 2017 to 2024 and most recently served as Corporate Vice President, Chief Accounting Officer at Advanced Micro Devices. His compensation package includes a $600,000 annual base salary, a target annual cash bonus equal to 100% of base salary, and an $800,000 signing bonus that is earned on the 24‑month anniversary of his start date if he remains employed.

He will receive a time‑based RSU award valued at $3,000,000 and a performance share award valued at $3,800,000, each converted into shares using the closing stock price on his start date. The RSUs vest over four years, while the performance shares vest based on absolute total shareholder return over a three‑year period from October 4, 2025 through September 29, 2028, subject to continued employment through November 11, 2028. Carter will also enter into a change‑in‑control and severance agreement providing cash severance, COBRA contributions and equity vesting or option exercise extensions if he is terminated under specified circumstances. He will replace Robert A. Schriesheim as principal financial and accounting officer, while Schriesheim continues as a board member.

Rhea-AI Summary

Skyworks Solutions, Inc. (SWKS) filed a Form 8-K covering two items dated 5 Aug 2025:

  • Item 2.02 – Results of Operations: The company released a press statement (Exhibit 99.1) with financial results for the three- and nine-month periods ended 27 Jun 2025. Specific revenue, EPS or guidance figures are not included in the filing; investors must reference the exhibit for details.
  • Item 8.01 – Other Events: The board declared a $0.71/share cash dividend, payable 16 Sep 2025 to holders of record 26 Aug 2025.

No other material transactions, governance changes or guidance revisions are disclosed. The 8-K therefore mainly signals continued capital-return via the quarterly dividend and alerts the market to newly released Q3 FY-25 financials contained in the accompanying press release.