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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.
Skyworks Solutions, Inc. is offering up to $1,550,000,000 of new senior notes in exchange for outstanding Qorvo 4.375% 2029 and 3.375% 2031 notes. The exchange would issue up to $850,000,000 of 4.375% Skyworks 2029 Notes and up to $700,000,000 of 3.375% Skyworks 2031 Notes, with each series matching the corresponding Qorvo notes’ rates, payment dates and maturities.
The transaction includes a consent solicitation with a June 11, 2026 Early Participation Date, an expiration of the Exchange Offers at September 1, 2026, an Exchange Consideration of $950.00 of Skyworks Notes per $1,000 Qorvo principal, an Early Participation Premium of $50.00 of Skyworks Notes, and a Consent Payment ranging from $2.50 to $5.00 per $1,000. The offers are conditioned on SEC effectiveness and the closing of the Mergers with Qorvo.
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.
Skyworks Solutions, Inc. is offering to exchange outstanding Qorvo 4.375% 2029 and 3.375% 2031 notes for up to $1,550,000,000 aggregate principal amount of newly issued Skyworks Notes, concurrently soliciting consents to amend the Qorvo indentures and conditioned on the consummation of the mergers.
The exchange package includes an Exchange Consideration of $950.00 principal amount of Skyworks Notes per $1,000 principal amount of Qorvo Notes accepted, a potential Consent Payment ranging from $2.50 to $5.00 per $1,000, and an Early Participation Premium of $50.00 per $1,000. The offers expire on September 1, 2026 unless extended and the Settlement Date is expected to be promptly after expiration and no earlier than the second business day after the closing of the Mergers.
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.
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.
SKYWORKS SOLUTIONS, INC. director Maryann Turcke reported equity compensation activity involving restricted stock units and common shares. On May 13, 2026, she received a grant of 3,724 restricted stock units, each representing a contingent right to one common share, which vest on May 13, 2027. On May 14, 2026, an earlier grant of 3,664 restricted stock units vested and was converted on a one-for-one basis into 3,664 shares of common stock. After these transactions, she directly holds 10,091 shares of common stock and no remaining units from the tranche that vested.
SKYWORKS SOLUTIONS, INC. director and Interim CFO Robert A. Schriesheim reported routine equity compensation activity. On May 13, 2026, he received a grant of 3,724 restricted stock units (RSUs), each representing a contingent right to receive one share of common stock upon vesting. Footnotes state these RSUs vest on May 13, 2027 and convert into common stock on a one-for-one basis.
On May 14, 2026, 3,664 RSUs vested and were exercised into 3,664 shares of common stock, increasing his directly held common stock to 66,817 shares. After this vesting event, no RSUs from that 3,664-unit award remain outstanding. The filing shows no open-market buys or sales, only grant and vesting-related acquisitions.
SKYWORKS SOLUTIONS, INC. director David P. McGlade reported routine equity compensation activity. On May 14, 2026, previously granted restricted stock units vested and were converted into 3,664 shares of common stock, leaving him with 3,664 shares held directly.
On May 13, 2026, he received a new award of 3,724 restricted stock units, each representing the right to receive one share of common stock, which vest on May 13, 2027. The filing also shows an indirect holding of 47,266 common shares held through a grantor retained annuity trust (GRAT).