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Skyworks (SWKS) Form 4 — Executive RSUs and Performance Awards Detailed

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Philip Matthew Carter, Senior Vice President & Chief Financial Officer of Skyworks Solutions, Inc. (SWKS), reported equity awards and 401(k) holdings in a Form 4 filing. On 09/08/2025 the reporting person was allocated 39,666 restricted stock units (RSUs) and 50,244 performance shares, each representing the contingent right to receive one share of common stock upon vesting. The RSUs vest in four equal annual installments from 09/08/2026 through 09/08/2029. The performance shares are subject to total shareholder return measured for the period 10/04/2025–09/29/2028 and to the reporting person’s continued employment through 11/11/2028. The filing also shows 143 shares held indirectly through the company 401(k) plan as of the plan statement dated 08/31/2025. The reported awards carry a $0 per-share exercise/issuance price and are held directly by the reporting person.

Positive

  • Allocation of performance shares (50,244) aligns executive compensation with shareholder returns via a TSR performance period
  • Time-based retention through RSUs (39,666) with clear four-year vesting supports continuity in management
  • Transparent disclosure of vesting schedule, performance measurement window, and employment condition

Negative

  • None.

Insights

TL;DR: This Form 4 documents standard executive equity compensation: time-based RSUs and performance-based shares with multi-year vesting and performance conditions.

The reported grants are typical for senior executives and align pay with multi-year performance and retention. 39,666 RSUs vest annually over four years, supporting retention. 50,244 performance shares are tied to total shareholder return over a roughly three-year performance period, aligning pay with shareholder outcomes, and require continued employment through a specified post-performance date. The awards are issued at $0, indicating they are grants rather than purchases. The small 401(k) balance of 143 shares is held indirectly. Based solely on the filing, these disclosures are routine compensation events rather than immediate liquidity or divestiture actions.

TL;DR: Governance view: awards include both retention and performance components with explicit vesting and measurement windows; disclosure appears complete.

The filing provides explicit vesting schedules and performance measurement periods, which supports transparency. The use of performance shares measured by total shareholder return is a common governance practice to link executive pay to shareholder value. No dispositions, pledge events, or related-party transactions are reported. Based on the document alone, this is a routine insider grant disclosure with no immediate governance concerns evident from the facts presented.

Insider Carter Philip Matthew
Role SVP & Chief Financial Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units 39,666 $0.00 --
Grant/Award Performance Shares 50,244 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Units — 39,666 shares (Direct); Performance Shares — 50,244 shares (Direct); Common Stock — 143 shares (Indirect, By 401(k) plan)
Footnotes (1)
  1. This total represents the number of shares of common stock held by the Reporting Person in the Skyworks Solutions, Inc. 401(k) plan based on the latest plan statement dated 8/31/2025. Each restricted stock unit represents the contingent right to receive one (1) share of common stock upon vesting of the unit. The restricted stock units vest in four (4) equal installments, beginning on 9/8/2026 and ending on 9/8/2029. Each performance share represents the contingent right to receive one (1) share of common stock upon vesting of the performance share. The performance shares can be earned based on the absolute level of achievement of total shareholder return measured during the performance period commencing 10/4/25 and ending 9/29/28, and based on the reporting person's continuing employment with the company through 11/11/28.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Carter Philip Matthew

(Last) (First) (Middle)
5260 CALIFORNIA AVENUE

(Street)
IRVINE CA 92617

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SKYWORKS SOLUTIONS, INC. [ SWKS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 143(1) I By 401(k) plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 09/08/2025 A 39,666 (3) (3) Common Stock 39,666 $0 39,666 D
Performance Shares (4) 09/08/2025 A 50,244 (5) (5) Common Stock 50,244 $0 50,244 D
Explanation of Responses:
1. This total represents the number of shares of common stock held by the Reporting Person in the Skyworks Solutions, Inc. 401(k) plan based on the latest plan statement dated 8/31/2025.
2. Each restricted stock unit represents the contingent right to receive one (1) share of common stock upon vesting of the unit.
3. The restricted stock units vest in four (4) equal installments, beginning on 9/8/2026 and ending on 9/8/2029.
4. Each performance share represents the contingent right to receive one (1) share of common stock upon vesting of the performance share.
5. The performance shares can be earned based on the absolute level of achievement of total shareholder return measured during the performance period commencing 10/4/25 and ending 9/29/28, and based on the reporting person's continuing employment with the company through 11/11/28.
Remarks:
Ashran Jen, as Attorney-In-Fact for Philip Matthew Carter 09/09/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did SWKS CFO Philip Carter receive on 09/08/2025?

The Form 4 reports 39,666 restricted stock units (RSUs) and 50,244 performance shares granted on 09/08/2025.

When do the RSUs awarded to Philip Carter vest?

The RSUs vest in four equal installments beginning 09/08/2026 and ending 09/08/2029.

What performance period applies to the SWKS performance shares?

The performance shares are measured based on total shareholder return for the period 10/04/2025 through 09/29/2028 and require employment through 11/11/2028.

Does the filing show any stock sales or exercised options by Philip Carter?

No. The Form 4 reports awards granted (RSUs and performance shares) and 401(k) plan holdings; it does not report any dispositions or option exercises.

How many SWKS shares does Philip Carter hold in the 401(k) plan?

The filing discloses 143 shares held indirectly through the Skyworks 401(k) plan as of the plan statement dated 08/31/2025.